Common use of Certain Limited Exclusions Clause in Contracts

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, 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 lease, license, contract 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 or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the 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 lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract permit, contract, property rights or agreement to which any Grantor is a party, and any of its rights or interest thereunder, interests thereunder or any Trademark if and to for so long as the extent that a grant of such security interest is prohibited by or in violation of shall (i) give any law, rule or regulation applicable other Person party to such Grantorlease, license, permit, contract, property rights or agreement the right to terminate its obligations thereunder, (ii) result in the abandonment, cancellation, invalidation or unenforceability of any right, title or interest of any Grantor therein or (iii) result in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision right or condition result would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); , provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing or legal prohibition giving rise to such right, result, termination, abandonment, cancellation, invalidation or unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract permit, contract, property rights, agreement or agreement Trademark that does not subject to result in any of the prohibitions consequences specified in (i), (ii) or (iiiii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) any license, permit or other governmental authorization that, under the terms and conditions of such governmental authorization or under applicable law, cannot be subjected to a Lien in favor of the Collateral Agent for the benefit of the Secured Parties without the consent of the relevant governmental authority; or (c) any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, Intellectual Property, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract license or other agreement or any property subject to which any Grantor is a party, and any of its rights purchase money security interest or interest thereunder, if and similar arrangement to the extent that a grant of a security interest is prohibited by therein would violate or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any invalidate such lease, license, contract license or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the purchase money security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 similar arrangement or create a right of the UCC (or any successor provision or provisions) termination in favor of any relevant jurisdiction other party thereto (other than the Borrower or any other applicable law (including the Bankruptcy CodeGrantor) 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 after giving effect to the extent severableapplicable anti-assignment provisions of the UCC, shall attach immediately to any portion other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such lease, license, contract 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 or agreementprohibition; (b) in any of the outstanding voting Excluded Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableInterests; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, all leasehold interests; (e) all motor vehicles and other than proceeds thereof, assets subject to certificates of title (but only to the extent that a security interest therein cannot be perfected by the filing of a UCC financing statement); (xf) any specifically identified assets with respect to which the creation Administrative Agent and the Borrower reasonably agree that the costs of obtaining such a security interest or perfection thereof are excessive in view of the benefits to be obtained by the Lenders of the security to be afforded thereby; (g) any assets to the extent a security interest in such Equity Interests is assets would result in material adverse tax consequences; (h) pledges and security interests prohibited or restricted by the Organizational Documents applicable laws, including any requirement to obtain consent of such entity any governmental authority or by any contractual restriction contained in any agreement with third party holders of unless such consent has been obtained (excluding any prohibition or restriction that is ineffective under the other Equity Interests in such entity which holders are not Affiliates of UCC); (i) Receivables and any related assets securing a Grantor Permitted Receivables Financing (except an “Excluded Receivable”); (j) As-Extracted Collateral from a wellhead or minehead to the extent any such prohibition wellhead or restriction minehead is deemed ineffective under valued at less than $1,500,000 individually and (k) Excluded Accounts and the UCC funds or other applicable law), property held in each case, or maintained in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Accounts.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Pledged Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any asset, lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, Grantor (including any Gaming Law) or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect 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 Pledged 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 lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.2; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of a the security interest in such Equity Interests is prohibited hereunder pursuant to Sections 9-406, 9-407, 9-408 or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders 9-409 of the other Equity Interests in such entity which holders are not Affiliates UCC (or any successor provision or provisions) of a Grantor (except to the extent any such prohibition relevant jurisdiction or restriction is deemed ineffective under the UCC or any other applicable law), in each case, in existence prior to law (including the date hereof and Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect 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 Pledged Collateral shall include (and such additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exceptionthe prohibitions specified in this Section 2.2(c) (the assets described in clause (a) through (c) above, collectively the “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2(a) hereof attach to (ai) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (1) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (2) in a breach or termination pursuant to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorterms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-4069406, 9-4079407, 9-408 9408 or 9-409 9409 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) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i1) or (ii2) above; providedincluding, furtherwithout limitation, that the exclusions referred to in clause (a) any proceeds of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property rights or agreement; or (bii) in any of the outstanding voting Equity Interests capital stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary “controlled foreign corporation” (as defined in the Internal Revenue Code of 1986, as amended) in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary controlled foreign corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary controlled foreign corporation without material adverse tax consequencesconsequences to a Grantor, the Collateral shall include, and the security interest granted by each such Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptioncontrolled foreign corporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any Intellectual Property, lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided. It is the intention of Grantors (other than Company) and Secured Party that this Agreement not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. Each Grantor (other than Company) and, furtherby its acceptance hereof, that the exclusions referred to in clause Secured Party hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement: (a) the indebtedness secured hereby shall be limited to the maximum amount of indebtedness that can be incurred or secured by such Grantor without rendering this Agreement subject to avoidance under Section 2.2 shall not include 548 of the United States Bankruptcy Code or any Proceeds comparable provisions of any such leaseapplicable state or federal law, license, contract or agreement; and (b) in any the Collateral pledged by such Grantor hereunder shall be limited to the maximum amount of Collateral that can be pledged by such Grantor without rendering this Agreement subject to avoidance under Section 548 of the outstanding voting Equity Interests of a Foreign Subsidiary United States Bankruptcy Code or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability comparable provisions of any registration that issues from such intent-to-use application under applicable state or federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect 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 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 or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests; (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and (d) Equity Interests in any joint venture or any entity that is not other Goods covered by a Subsidiary, other than proceeds thereof, but only to certificate of title the extent that (x) the creation perfection of a security interest in such Equity Interests which is prohibited excluded from the Uniform Commercial Code in the relevant jurisdiction; (f) Foreign Intellectual Property; (g) Margin Stock or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates any Person (other than wholly owned Subsidiaries of a Grantor (except the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such prohibition Person’s organizational or restriction is deemed joint venture documents (unless such term, provision or condition would be rendered ineffective under 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), in each case, in existence prior to law (including the date hereof and Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, default or other violation of any term, provision or condition of such documents after giving effect 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 the contractual 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 2.02(g) or (h) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any Collateral) located outside of the United States, provided that Grantor provide notice to Collateral Agent the aggregate value of such property and assets does not exceed $75,000,000 at any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptiontime.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and any of its rights or interests thereunder or any property to which Grantor has any right, title or interest which is subject to any such lease, license, contract, property right or agreement if and for so long as the grant of such security interest (i) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, (ii) would give any other party to such lease, license, contract, property right or agreement the right to terminate its obligations thereunder, if and (iii) would cause the forfeiture or require the transfer of any property subject to the extent that a security interest such lease, license, contract, property right or agreement or (iv) is prohibited by or in violation of (i1) any law, rule or regulation applicable to such GrantorGrantor or governing any such lease, license, contract, property right or agreement, or (ii2) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as (w) the condition causing such abandonment, invalidity or unenforceability, (x) the right to terminate, (y) the condition causing such forfeiture or transfer or (z) the contractual or legal prohibition prohibition, in each case, shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property right or agreement not subject to the prohibitions specified in (i), (ii), (iii) or (iiiv) above; provided, further, 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 contract, property right or agreement; (b) in any of the outstanding voting Equity Interests of a first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of in such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a such first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each such Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) all Equity Interests of Foreign Subsidiaries which are not first-tier Foreign Subsidiaries; (d) Equipment owned by any “Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or capitalized lease obligation permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or capitalized lease obligation) validly prohibits the creation of any other Lien on such Equipment; (e) any interest in joint ventures and non-wholly owned Subsidiaries which cannot be pledged without the consent of one or more third parties; (f) any intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; (g) any motor vehicles, trailers, tractors and other like property title thereto which is governed or evidenced by a certificate of title or ownership or similar document; (dh) Equity Interests in Boise Hong Kong Limited (“BHK”) so long as BHK does not account for more than $2,500,000 of Consolidated Adjusted EBITDA during any joint venture or Fiscal Year of Borrower; (i) any entity Margin Stock held by any Credit Party; and (j) any assets with respect to which the Collateral Agent and the Borrower shall reasonably determine that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation cost of creating and/or perfecting a security interest therein is excessive in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except relation to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior benefit to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionSecured Parties. Notwithstanding anything set forth in this Agreement contained herein to the contrary, (x) except as otherwise provided for in this Agreement, the Grantor Grantors shall not be required to registertake any action intended to cause any Excluded Asset to constitute Collateral, (y) each defined term used in describing types or disclose categories of Collateral, including those used in Sections 2.1(a) through (o) above, shall be deemed to exclude all Excluded Assets and (z) none of the representations, warranties and covenants shall be deemed to apply to any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionproperty constituting Excluded Assets.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract or agreement, including any agreement governing a security, to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the 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 lease, license, contract or agreement, including any agreement governing a security, not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests any Equipment financed by a Grantor with purchase money Indebtedness or Indebtedness with respect to Capital Leases permitted under the Credit Agreement (provided that such exclusion shall only apply to the extent such Grantor is prohibited from granting a security interest under the terms of such Indebtedness and only so long as such Indebtedness remains outstanding or if the granting of a lien on such assets would trigger the termination (or a right of termination) of, or violate the terms of, any such purchase money or capital lease agreement pursuant to any “change of control” or similar provision or the ability for any third party to amend any rights, benefits and/or obligations of the applicable Loan Party in respect of those assets or which require any joint venture Loan Party or any entity subsidiary of any Loan Party to take any action adverse to the interests of that subsidiary or any Loan Party); (e) so long as the IRB Loan Agreement remains in effect, any Deposit Account, Securities Account, or Commodities Account owned by Wisconsin Industrial Sand Company, L.L.C.; (f) all leasehold interests (other than any Leasehold Properties that constitute Material Real Estate Assets); (g) all motor vehicles and other assets subject to certificates of title; (h) except to the extent perfected by the filing of a UCC financing statement, letter of credit rights in excess of amounts set forth in Section 5.2; (i) except to the extent perfected by the filing of a UCC financing statement, commercial tort claims in excess of amounts set forth in Section 5.2; (j) all fee-owned real property located outside the United States; (k) in the case of fee-owned real property located in the United States, that has a value less than $10,000,000 (with all required mortgages (if any) being delivered after the Closing Date); (l) any assets to the extent the grant of a security interest therein is not prohibited or restricted by applicable law, rule or regulation (including restrictions in respect of margin stock and financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations) or that would require the consent of any governmental authority or third party to such pledge or security interest, unless such consent has been obtained, in each case except to the extent such prohibition or restriction is ineffective under the applicable Uniform Commercial Code; (m) all leases (other than any Leasehold Properties that constitute Material Real Estate Assets), contracts, agreements, licenses, franchises and permits (and any assets that are the subject thereof) to the extent the grant of a Subsidiarysecurity interest therein is prohibited or is restricted by applicable law or by the terms thereof or that would require the consent of any governmental authority or third party to such pledge or security interest, unless such consent has been obtained, in each case except to the extent such prohibition or restriction is ineffective under the applicable Uniform Commercial Code (other than proceeds thereof, but only the assignment of which is expressly deemed effective under the applicable Uniform Commercial Code notwithstanding such prohibition); (n) [reserved]; (o) equity interests in partnerships, joint ventures and any non-wholly owned subsidiary to the extent that (x) the creation of a security interest in such Equity Interests is prohibited organizational documents or restricted by other agreements with other equity holders do not permit or restrict the Organizational Documents pledge of such entity equity interests or by would require the consent of any contractual restriction contained third party to such pledge or security interest, unless such consent has been obtained; (p) margin stock; and (q) Excluded Accounts and the funds or other property held in or maintained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Accounts.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2(a) hereof attach to (ai) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (1) the abandonment, invalidation or unenforceability of any right, title or interest of Grantor therein or (2) in a breach or termination pursuant to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorterms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-4069406, 9-4079407, 9-408 9408 or 9-409 9409 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) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i1) or (ii2) above; providedincluding, furtherwithout limitation, that the exclusions referred to in clause (a) any proceeds of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property rights or agreement; or (bii) in any of the outstanding voting Equity Interests capital stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary “controlled foreign corporation” (as defined in the Internal Revenue Code of 1986, as amended) in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary controlled foreign corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary controlled foreign corporation without material adverse tax consequencesconsequences to Grantor, the Collateral shall include, and the security interest granted by each such Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptioncontrolled foreign corporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, licenselicense (including, contract without limitation, Communications Licenses), contract, property right or agreement to which any Grantor is a party, and any rights of its rights any Grantor arising thereunder or interest thereunderevidenced thereby, 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 (iiii)(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 CodeCode and the Communications Laws) 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 contract, property right or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, 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 contract, property right or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (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 “intent-to-PTO”) based upon Grantor’s “intent to use” application for registration such Trademark (but only if the grant of a security interest in such “intent to use” Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, application violates 15 U.S.C. § 1051, prior to the filing of 1060(a)) unless and until a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of is filed in the Xxxxxx Act PTO with respect thereto, solely at which point Collateral shall include, and the security interest granted hereunder shall be attached to, such application; (e) other assets to the extent, if any, that, and solely during extent the period, if any, in which, the grant burden or cost of obtaining or perfecting a security interest therein would impair is excessive in relation to the validity benefit of the security afforded thereby, as determined by the Trustee in its reasonable discretion; (f) motor vehicles or enforceability other assets subject to a certificate of any registration that issues from such intent-to-use application under applicable federal lawtitle; and (dg) Equity Interests Capital Stock in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that an Unrestricted Subsidiary (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)property referred to in clauses (a) to (g) above, in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrarycollectively, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception“Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (ai) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (ix) any law, rule or regulation applicable to such Grantor, or (iiy) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the 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 lease, license, contract or agreement not subject to the prohibitions specified in (ix) or (iiy) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (bii) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (ciii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and law or (div) Equity Interests in any joint venture Deposit Account or any entity that is not Securities Account of a Subsidiary, other than proceeds thereof, but only Grantor to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC exclusively used for payroll, taxes, employee benefits or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionsimilar fiduciary purposes.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2(a) hereof attach to (ai) any lease, license, contract contract, property rights or agreement to which any each Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (B) in a breach or termination pursuant to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorterms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (iA) or (iiB) above; providedincluding, furtherwithout limitation, that the exclusions referred to in clause (a) any proceeds of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property rights or agreement; or (bii) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation or Disregarded Domestic Subsidiary, as applicable; (ciii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of Excluded Collateral. When funds are disbursed from the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and Investment Accounts (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only funds then deposited into or transferred to the extent another Account that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionthe security interests granted under this Agreement) in accordance with the terms of the Deposit Agreement, such funds shall be cease to be subject to the security interests granted under this Agreement.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest interests granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition would be term is rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately and automatically at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequencesresulting in repatriation of earnings, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-of the equity interests held by any Grantor in Stanadyne Amalgamations, Pte Ltd, provided that if, at any time after the date hereof, the restrictions upon the pledge of stock of Stanadyne Amalgamations Pte Ltd are removed or curtailed, the Collateral shall include, and the security interest granted by each Grantor shall attach to-use” application for registration , the full percentage of a Trademark filed pursuant the equity interests of Stanadyne Amalgamations Pte Ltd so permitted to Section 1(bbe pledged, subject to the limitations of subsection (b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to this Section 1(d) of the Xxxxxx Act 2.2; or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests any of the equity interests held by any Grantor in any joint venture or any entity that is not a Immaterial Subsidiary, other than proceeds thereofprovided that if, but only to at any time after the extent that (x) date hereof, the creation of a security interest in such Equity Interests is prohibited total assets or restricted by the Organizational Documents total revenues of such entity or by any contractual restriction contained in any agreement with third party holders of Subsidiary exceed the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything amounts set forth in this Agreement the definition of "Immaterial Subsidiary" in the Credit Agreement, the Collateral shall include, and the security interest granted by each Grantor shall attach to, the full percentage of the equity interests of such Subsidiary, subject to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent limitations of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionsubsection (b) of this Section 2.2.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and any of its rights or interests thereunder or any property to which Grantor has any right, title or interest which is subject to any such lease, license, contract, property right or agreement if and for so long as the grant of such security interest (i) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, (ii) would give any other party to such lease, license, contract, property right or agreement the right to terminate its obligations thereunder, if and (iii) would cause the forfeiture or require the transfer of any property subject to the extent that a security interest such lease, license, contract, property right or agreement or (iv) is prohibited by or in violation of (i1) any law, rule or regulation applicable to such GrantorGrantor or governing any such lease, license, contract, property right or agreement, or (ii2) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as (w) the condition causing such abandonment, invalidity or unenforceability, (x) the right to terminate, (y) the condition causing such forfeiture or transfer or (z) the contractual or legal prohibition prohibition, in each case, shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property right or agreement not subject to the prohibitions specified in (i), (ii), (iii) or (iiiv) above; provided, further, 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 contract, property right or agreement; (b) in any of the outstanding voting Equity Interests of a first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of in such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a such first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each such Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) all Equity Interests of Foreign Subsidiaries which are not first-tier Foreign Subsidiaries; (d) Equipment owned by any “Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or capitalized lease obligation permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or capitalized lease obligation) validly prohibits the creation of any other Lien on such Equipment; (e) any interest in joint ventures and non-wholly owned Subsidiaries which cannot be pledged without the consent of one or more third parties; (f) any intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; (g) any motor vehicles, trailers, tractors and other like property title thereto which is governed or evidenced by a certificate of title or ownership or similar document; (dh) Equity Interests in Boise Hong Kong Limited (“BHK”) so long as BHK does not account for more than $2,500,000 of Consolidated Adjusted EBITDA during any joint venture or Fiscal Year of Borrower; (i) any entity Margin Stock held by any Credit Party; and (j) any assets with respect to which the Collateral Agent and the Borrower shall reasonably determine that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation cost of creating and/or perfecting a security interest therein is excessive in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except relation to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior benefit to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionSecured Parties. Notwithstanding anything set forth in this Agreement contained herein to the contrary, (x) except as otherwise provided for in this Agreement, the Grantor Grantors shall not be required to registertake any action intended to cause any Excluded Asset to constitute Collateral, (y) each defined term used in describing types or disclose categories of Collateral, including those used in Sections 2.1 (a) through (o) above, shall be deemed to exclude all Excluded Assets and (z) none of the representations, warranties and covenants shall be deemed to apply to any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionproperty constituting Excluded Assets.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease license, contract property rights or agreement (other than to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided. It is the intention of Grantors (other than Company) and Secured Party that this Agreement not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. Each Grantor (other than Company) and, furtherby its acceptance hereof, that the exclusions referred to in clause Secured Party hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement: (a) the indebtedness secured hereby shall be limited to the maximum amount of indebtedness that can be incurred or secured by such Grantor without rendering this Agreement subject to avoidance under Section 2.2 shall not include 548 of the United States Bankruptcy Code or any Proceeds comparable provisions of any such leaseapplicable state or federal law, license, contract or agreement; and (b) in any the Collateral pledged by such Grantor hereunder shall be limited to the maximum amount of Collateral that can be pledged by such Grantor without rendering this Agreement subject to avoidance under Section 548 of the outstanding voting Equity Interests of a Foreign Subsidiary United States Bankruptcy Code or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability comparable provisions of any registration that issues from such intent-to-use application under applicable state or federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document this Section 1.3 to the contrary, in no event shall the Collateral include or the security interest include, and no Grantor shall be deemed to have granted a Security Interest in, (i) any right under Section 2.1 hereof attach to (a) any lease, license, permit or other contract or agreement to which any Grantor is constituting a partyGeneral Intangible (other than the Pledged Collateral), and any of its rights or interest thereunder, if and but only to the extent that the granting of a security interest is prohibited by therein or in violation an assignment thereof would violate any applicable law or any enforceable provision of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, license or other contract or agreement (unless such lawagreement, ruleas applicable, regulation, term, provision or condition would be rendered ineffective with respect provided that to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or extent such Security Interest at 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 hereafter shall no longer be applicable prohibited by law, and/or immediately upon such provision no longer being enforceable, as the case may be, the Collateral shall automatically and without any further action include, and the Grantors shall be deemed to have granted automatically and without any further action a Security Interest in, such right as if such law had never existed or such provision had never been enforceable, as the extent severablecase may be, shall attach immediately to any portion of such lease, license, contract 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 or agreement; (b) in any of the outstanding voting Equity Interests of in a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to votevote in the election of directors or other similar body of such Foreign Subsidiary; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of (iii) any Equity Interests Interest in a Rural Tower Network, LLC; (iv) any Equity Interest in any Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiaryfirst-tier Subsidiary of any Grantor; or (v) notwithstanding anything in clause (i) of this Section 1.3(b) to the contrary, other than proceeds thereofany Equity Interest in another Person that is not a Subsidiary of a Grantor, but only to the extent that (x) the creation Grantor owning such Equity Interest is required by any provision of any organizational document of the issuer of the Equity Interest or any other agreement related to such Equity Interests to obtain the consent of the issuer or any other Person owning any Equity Interest in the issuer prior to granting or perfecting a security interest in such Equity Interests is prohibited Interest; provided that Collateral shall include any proceeds, products, substitutions or restricted by the Organizational Documents replacements of such entity property (unless such proceeds, products, substitutions or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which replacements would result otherwise constitute property described in a Regulatory Exception, provided that Grantor provide notice any clause (i) to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception(v) above).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition would be term is rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequencesresulting in repatriation of earnings, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any asset, lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, Grantor (including any Gaming Law) or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect 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 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 or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.2; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Lxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Lxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Lxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests any assets acquired after the date hereof in any an aggregate amount not to exceed $10,000,000, which amount shall be increased by an additional $5,000,000 on July 3, 2014 and each anniversary thereof while the Obligations are outstanding to the extent that, and for so long as, creating a security interest in such assets would violate an enforceable contractual obligation binding on such acquired assets that (i) existed at the time of acquisition thereof, (ii) applies only to such acquired assets and (iii) was not created or made binding on the assets in contemplation of or in connection with the acquisition of such assets (other than, in the case of joint ventures or similar arrangements otherwise permitted under the indenture, customary limitations on assignment entered into in connection with the formation of such joint venture or any entity that is not a Subsidiary, similar arrangement or the addition of other than proceeds thereof, but only parties thereto) (unless the relevant term or provision of such contractual obligation would be rendered ineffective with respect to the extent that (x) the creation of a security interest in 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 principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such Equity Interests is prohibited term or restricted by provision of any such contractual obligation, then the Organizational Documents of Collateral shall include (and such entity security interest shall attach to) such assets at such time; (e) any equipment or other asset owned by any contractual restriction contained in any agreement Grantor that is subject to a purchase money lien or obligations with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except respect to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)Capital Leases, in each case, as permitted in existence prior the Credit Agreement, if the contract or other agreement in which the Lien is granted (or the documentation providing for such obligations with respect to Capital Lease) prohibits or requires the consent of any person other than a Grantor as a condition to the date hereof creation of any other security interest on such equipment or asset and, in each case, the prohibition or requirement is permitted under the Credit Agreement; (f) any vehicles, vessels or other Goods subject to certificate of title; (g) Excluded Deposit Accounts and Excluded Securities Accounts; (h) any Gaming License or rights thereto; (i) any Gaming Pledged Equity Interests; and (j) Equity Interests in any Person (other than wholly owned Subsidiaries of the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect 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 additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exceptionthe prohibitions specified in this Section 2.2(j) (the assets described in clause (a) through (j) above, collectively the “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual or legal prohibition shall grant of a security interest would no longer be applicable cause such abandonment, invalidation or unenforceability and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 3.1 hereof attach to any of the following (collectively, the “Excluded Property”): (a) those assets as to which the Administrative Agent shall determine that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby; (b) any of the Equity Interests of a First Tier Foreign Subsidiary in excess of 65% of the Voting Power of all classes of Equity Interests of such First Tier Foreign Subsidiary entitled to vote; provided, however, that immediately upon the amendment of the Code or other change in circumstances that would allow the pledge of a greater percentage of the Voting Power of Equity Interests in a First Tier Foreign Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Guarantor shall attach to, such greater percentage of Equity Interests of such First Tier Foreign Subsidiary; (c) assets that may not be pledged as a matter of law or without prior approval of any Gaming Authorities (including gaming licenses and gaming machines and, until applicable approvals have been received from the relevant Gaming Authorities (which approvals Borrower shall use commercially reasonable efforts to obtain after the Effective Date, including as set forth in Section 5.15), Equity Interests); (d) motor vehicles and similar assets subject to a certificate of title in the United States; (e) Equity Interests issued by any Unrestricted Subsidiary; (f) Excluded Real Property; (g) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (h) any lease, license, contract or agreement to which any Grantor Guarantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to the extent that and for so long as the grant of a security interest is prohibited by therein shall constitute or result in violation (1) the abandonment, invalidation or unenforceability of any right, title or interest of any Guarantor therein or (i2) any law, rule a breach or regulation applicable termination pursuant to such Grantorthe terms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)law; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition prohibitions described in this clause (h) shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, permit, authorization or agreement not subject to the prohibitions specified in above without further action of any party; (i) or (iiassets subject to a Lien securing Indebtedness permitted by Section 6.01(e) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely Credit Agreement to the extent, if any, that, extent (and solely during only for so long as) the period, if any, in which, documents related to such Lien prohibit the grant attachment of a security interest therein would impair under the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawCollateral Documents; and (dj) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement Section 9.20.2, Nevada Equity Interests; and (k) that portion of Proceeds (as that term is defined in Maryland Code, State Government Article, § 9-1A-01(u)) derived from the Rocky Gap Casino & Resort in Flintstone, Maryland owing to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent State of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionMaryland.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect 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 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 or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Excluded Disregarded Domestic Subsidiary Entity entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and Excluded Disregarded Entity and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests and the Equity Interests issued by any Receivables Entity or, Immaterial Domestic Subsidiary; or any Real Estate Loan Borrower (in the case of the Real Estate Loan Borrower, only for so long as such Indebtedness incurred pursuant to Section 7.01(z) remains outstanding); (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and other Goods covered by a certificate of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction; (df) Foreign Intellectual Property; (g) Margin Stock (within the meaning of Regulation U issued by the FRB); (h) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Company) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or (y) would result in a breach, default or other violation of any term, provision or condition of such documents after giving effect 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 the contractual 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 2.02(h), (i) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any Collateral) located outside of the United States, provided that the aggregate value of such property and assets does not exceed $175,000,000350,000,000 at any time and provided further that in regards to any of such property or assets valued in excess of $175,000,000350,000,000 , such property and assets shall not constitute Collateral to the extent that the Collateral Agent and the Company reasonably agree that the costs or other consequences (including adverse tax consequences) of providing a security interest in such Equity Interests property and/or assets is prohibited or restricted excessive in view of the benefits to be obtained by the Organizational Documents of such entity Secured Parties, (j) the ServiceServicer Account and the Servicer Lockbox, (k) any interest that the Grantors own in any aircraft or component thereof (including ownership, title or leasehold interest), (l) Inventory on consignment where the Grantor is the Consignor or (m) any intercompany notes issued by any contractual restriction contained Receivables Entity to any Loan Party or its Subsidiaries in connection with or otherwise pledged as collateral to secure obligations under any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionQualified Intercompany Note Transaction.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Pledge and Security Agreement Grantor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, lease license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests Capital Stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests Capital Stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests Capital Stock of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract sublicense, contract, property rights or agreement to which any Grantor is a party, and any of its rights or interest thereunder, party if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, sublicense, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; providedor (b)if applicable, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawTrademark applications until such time as verified “statement of use” or “amendment to allege use” with respect thereto has been filed with and accepted in the United States Patent and Trademark Office; and or (d) Equity Interests in any joint venture or any entity that for so long as the Specified Target is not a Subsidiarywholly-owned Subsidiary of the Grantors, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionSpecified Target.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 1.01 hereof attach to or the term “Trademark Collateral” include (aa)(i) any lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement to which any Grantor Assignor is a party, and party or any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of interests thereunder (iincluding property governed thereby) any law, rule or regulation applicable to such Grantor, or (ii) any contracts, leases or licenses which (x) prohibit the creation of a termsecurity interest, provision or condition (y) which require the consent of third parties for the creation of a security interest, if and for so long as the grant of such security interest in the property or interests described in clauses (a)(i) and (ii) above shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Assignor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); ), provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as (x) the contractual condition causing such abandonment, invalidation, termination, derogation, cancellation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately without further action to any portion of such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement that does not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) result in any of the outstanding voting Equity Interests consequences specified in clause (A) or (B) above; (y) such prohibition or restriction is or becomes unenforceable or is otherwise ineffective under applicable law; or (z) in the case of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of subclause (a)(ii)(y) hereof, consent to such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary has been obtained from any applicable third party or Disregarded Domestic Subsidiary, as applicable; (cb) any “intent-to-use” application for registration of a use Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior applications to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, in period which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application Trademark applications under applicable federal law; and law (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only all such property excluded from the definition of “Trademark Collateral” under this Section 1.02 shall be referred to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable lawas “Excluded Property”), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement contained herein to the contrary, the Grantor Assignor shall not be required to register, or disclose take any information which would result in a Regulatory Exception, provided that Grantor provide notice actions with respect to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof 3.1 attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantorinterest of any Grantor therein, or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 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) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a an Excluded Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Excluded Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Excluded Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Excluded Foreign Subsidiary Subsidiary; or Disregarded Domestic Subsidiary, as applicable; (c) the shares of Fandango, Inc. held by any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActGrantor, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in and so long as such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders shares are not Affiliates of a Grantor (except subject to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything restrictions on pledge set forth in this Agreement to the contrarySecond Amended and Restated Stockholders' Agreement, dated as of November 19, 2001, by and among Fandango, Inc. (f/k/a Theatre Entertainment Services, Inc.) and the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionstockholders listed on Exhibit A thereto.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest interests granted under Section 2.1 hereof attach to (a) any right, title or interest in any permit, lease, license, contract or agreement held by any Grantor or to which any Grantor is a party, and party or any of its rights right, title or interest thereunder, if and thereunder to the extent extent, but only to the extent, that such a security interest is prohibited by grant would, under the terms of such permit, lease, license, contract or agreement, result in violation a breach of (i) any law, rule or regulation applicable to such Grantorthe terms of, or (ii) constitute a termdefault under or result in the termination of or give rise to a right on the part of the parties thereto other than the Borrower and its Subsidiaries to terminate, provision or condition of any such permit, lease, license, contract or agreement held by such Grantor or to which such Grantor is a party (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 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 Title 11 of the Bankruptcy United States Code) or principles of equity); providedprovided that immediately upon the ineffectiveness, howeverlapse or termination of any such provision, that the Collateral shall include (and such security right, title or interest shall attach) immediately at in such time as the contractual or legal prohibition shall no longer be applicable and to the extent severablepermit, shall attach immediately to any portion of such lease, license, contract or agreement not subject shall cease to be excluded from the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of Collateral under this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement2.2; (b) any “intent to use” Trademark application until such time as an amendment to allege use or statement of use in respect thereof has been accepted by the United States Patent and Trademark Office, at which time such Trademark shall cease to be excluded from the Collateral under this Section 2.2; (c) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; (d) without limiting clause (k) below, prior to the Discharge of Term Obligations, those assets that would constitute Term Priority Collateral but as to which the Term Collateral Agent shall not have required a lien or security interest for so long as the Term Obligations are outstanding; provided, however, that such assets shall automatically cease to be excluded from Collateral under this Section 2.2 at any time the Term Collateral Agent does require a lien or security interest therein to secure the Term Obligations; (e) Capital Stock of any Person (other than a wholly-owned Subsidiary or a Guarantor Subsidiary) the pledge of which would violate a contractual obligation of the Borrower or any other Grantor to the owners (other than the Borrower and its Subsidiaries) of the other Capital Stock of such Person that is binding on or relating to such Capital Stock and is existing on the Closing Date or at the time such Capital Stock is acquired by the applicable Grantor (provided that such contractual obligation is not entered into in contemplation of the acquisition of such Capital Stock); (f) Capital Stock of any Immaterial Subsidiary or Unrestricted Subsidiary (until such time, if at all, as such Immaterial Subsidiary or Unrestricted Subsidiary ceases to constitute an Immaterial Subsidiary or Unrestricted Subsidiary, as applicable, under the Term Loan Agreement); (g) any of the outstanding voting Equity Interests Capital Stock of a Foreign Subsidiary or that is a Disregarded Domestic Subsidiary “controlled foreign corporation” within the meaning of Section 957 of the Code, in excess of 65% of all classes of Capital Stock of such Foreign Subsidiary entitled to vote; (h) Capital Stock of any wholly-owned Domestic Subsidiary if all of its assets (other than an immaterial portion thereof) consist of Capital Stock of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the voting power meaning of Section 957 of the Code, in excess of 65% of all classes of Equity Interests Capital Stock of such Foreign Subsidiary or Disregarded wholly-owned Domestic Subsidiary entitled to vote; provided (i) Margin Stock; (j) any leasehold interests of any Grantor in real property as a lessee (but not any Collateral located thereon); (k) any fee interest in any owned real property except as required by Section 5.17 of the Term Loan Agreement; (l) any Equipment of the Borrower or any Grantor that is subject to a purchase money lien or capital lease permitted under the Term Loan Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such Equipment to be subject to the Liens created under the Collateral Documents; provided, that immediately upon the amendment ineffectiveness, lapse or termination of any such restriction, such Equipment shall cease to be excluded from the Collateral under this Section 2.2; (m) any aircraft or any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title ownership of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture Borrower or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)except, in each case, in existence prior to the date hereof extent that a security interest therein may be perfected by the filing of a UCC financing statement) (the assets referred to in clauses (a) through (m) above being collectively referred to as the “Excluded Assets”); provided, however, that Collateral shall include (x) any Proceeds, substitutions or replacements of any of the assets referred to in the foregoing clauses (a) through (m) (unless such Proceeds, substitutions or replacements would constitute assets referred to in clauses (a) through (m)) and (y) any asset which secures any of the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionRevolving Obligations. Notwithstanding anything set forth to the contrary contained in this Agreement to the contraryAgreement, the no Grantor shall not be required to registerdeliver control agreements, or disclose confer perfection by “control” over any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Accounts.

Certain Limited Exclusions. Notwithstanding anything contained in Section 2.1 hereof or anything else herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Grantor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of such Grantor's right, title or interest (a) in any Intellectual Property if the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable any right, title or interest of any Grantor therein, or (ii) the breach or termination pursuant to the terms of, or a default under, any Intellectual Property or (iii) the violation of any applicable law; (b) in any General Intangible if the grant of such security interest (i) shall be prohibited by any contract, agreement, instrument or indenture governing such General Intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained; (c) in any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement agreement; in each case of clauses (unless a), (b) and (c), other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); , provided, however, 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 Intellectual Property, General Intangible, lease, license, contract contract, property rights or agreement that does not subject to result or no longer results in any of the prohibitions consequences specified in (ia)(i), (ii) or (iii), (b)(i), (ii) or (iii) or (c)(i) or (ii) above; provided(d) in the capital stock of Autocam France, further, that the exclusions referred to in clause Sarl; or (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (be) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation representing in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of capital stock representing a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any of the following property or assets (collectively, the “Excluded Collateral”): (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration assets sold to a Person which is not a Grantor in compliance with the Credit Agreement; (d) assets to the extent owned by a Guarantor after the release of the guarantee of such Guarantor in accordance with the Subsidiary Guaranty; (e) assets subject to a Trademark filed pursuant to Section 1(bLien permitted by subsections 7.2(ii) and 7.2(iii) of the Xxxxxx ActCredit Agreement, 15 U.S.C. § 1051in each case, prior to the filing of a “Statement of Use” pursuant extent the documents related to Section 1(d) of such Lien prohibit the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant attachment of a security interest therein would impair under this Agreement; (f) any Vehicles and (g) any application for registration for a Trademark filed with the validity or enforceability of any registration that issues from such United States Patent and Trademark Office on an intent-to-use application under applicable federal law; basis until such time (if any) as a Statement of Use or Amendment to Allege Use is filed, at which time such Trademark shall automatically become part of the Collateral and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only subject to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionpledged.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to nor shall “Collateral” include: (a) any lease, license, contract contract, property right or agreement to which Ziff Dxxxx or any other Grantor is a party, and party or bound or any of its rights or interest thereunder, interests thereunder if and to only for so long as the extent that grant of a Lien under the security interest is prohibited by documents will constitute or result in violation of (i) any lawa breach, rule forfeiture, termination or regulation applicable to such Grantor, or (ii) a term, provision or condition of default under any such lease, license, contract contract, property right or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided 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 lease, license, contract contract, property right or agreement not will be an Excluded Asset only to the extent and for so long as the consequences specified above will result and will cease to be an Excluded Asset and will become subject to the prohibitions specified in (i) or (ii) above; providedLien granted under the security documents, furtherimmediately and automatically, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any at such lease, license, contract or agreementtime as such consequences will no longer result; (b) real property owned by Ziff Dxxxx or any other Pledgor that has a Fair Market Value not exceeding $5.0 million in the aggregate, or any of the outstanding voting Equity Interests of a Foreign Subsidiary real property leased by Ziff Dxxxx or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableany other Pledgor; (c) all “securities” of any of Ziff Dxxxx’x “intentaffiliates” (as the terms “securities” and “affiliates” are used in Rule 3-to16 of Regulation S-use” application for registration X under the Securities Act); (d) any other property or assets in which a Lien cannot be perfected by the filing of a Trademark filed pursuant to Section 1(b) financing statement under the Uniform Commercial Code of the Xxxxxx Actrelevant jurisdiction, 15 U.S.C. § 1051so long as the aggregate Fair Market Value of all such property and assets does not at any one time exceed $10.0 million or, if greater, 5.0% of the aggregate Fair Market Value of all properties and assets of Ziff Dxxxx and the other Grantors; and (e) any application to register a Trademark prior to the filing under applicable law of a “Statement verified statement of Use” pursuant to Section 1(duse (or the equivalent) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretofor such Trademark, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited Trademark, or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates grant of a Grantor (except to the extent mortgage on such Trademark, would void or invalidate such Trademark; provided that any such prohibition application to register a Trademark shall be an Excluded Collateral only until the filing under applicable law of a verified statement of use (or restriction is deemed ineffective under the UCC or other applicable law)equivalent) for such Trademark (collectively, assets described in each case, in existence prior to the date hereof and clauses (ya)-(d) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contraryabove, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception“Excluded Collateral”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Grantor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of such Grantor's right, title or interest (a) in any leaseIntellectual Property if the grant of such security interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of any Grantor therein; (b) in any license, contract or agreement to which any such Grantor is a party, and party or any of its rights or interest interests thereunder, if and including, without limitation, with respect to any Pledged Partnership Interests or any Pledged LLC Interests, to the extent extent, but only to the extent, that such a security interest is prohibited by or in violation grant would, under the terms of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless including, without limitation, any partnership agreements or any limited liability company agreements), or otherwise, result in a breach or termination of the terms of, or constitute a default under or termination of any such lawlicense, rule, regulation, term, provision contract or condition agreement (other than to the extent that any such term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, howeverthat each Grantor agrees to use all reasonable efforts to obtain all requisite consent to enable such Grantor to provide a security interest in such asset and, that in any event, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include (include, and such Grantor shall be deemed to have granted a security interest shall attach) immediately at in, all such time rights and interests as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of if such lease, license, contract or agreement not subject to the prohibitions specified provision had never been in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreementeffect; (bc) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation, in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; or (d) any Excluded Property; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach tobe deemed to have granted a security interest in, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect 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 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 or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Excluded Disregarded Domestic Subsidiary Entity entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and Excluded Disregarded Entity and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests and the Equity Interests issued by any Receivables Entity or Immaterial Domestic Subsidiary; (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and other Goods covered by a certificate of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction; (df) Foreign Intellectual Property; (g) Margin Stock (within the meaning of Regulation U issued by the FRB); (h) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Company) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or (y) would result in a breach, default or other violation of any term, provision or condition of such documents after giving effect 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 the contractual 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 2.02(h), (i) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any Collateral) located outside of the United States, provided that the aggregate value of such property and assets does not exceed $175,000,000 at any time and provided further that in regards to any of such property or assets valued in excess of $175,000,000, such property and assets shall not constitute Collateral to the extent that the Collateral Agent and the Company reasonably agree that the costs or other consequences (including adverse tax consequences) of providing a security interest in such Equity Interests property and/or assets is prohibited or restricted excessive in view of the benefits to be obtained by the Organizational Documents of such entity Secured Parties, (j) the Service Account and the Servicer Lockbox, (k) any interest that the Grantors own in any aircraft or component thereof (including ownership, title or leasehold interest) or, (l) Inventory on consignment where the Grantor is the Consignor or (m) any intercompany notes issued by any contractual restriction contained Receivables Entity to any Loan Party or its Subsidiaries in connection with any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionQualified Intercompany Note Transaction.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract sublicense, contract,property rights or agreement to which any Grantor is a party, and any of its rights or interest thereunder, party if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, sublicense, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawTrademark applications until such time as verified “statement of use” or “amendment to allege use” with respect thereto has been filed with and accepted in the United States Patent and Trademark Office; and or (d) Equity Interests in any joint venture or any entity that for so long as the Specified Target is not a Subsidiarywholly-owned Subsidiary of the Grantors, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionSpecified Target.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document this Agreement to the contrary, in no event shall the Collateral include or nor shall the security interest granted under Section 2.1 hereof attach to (a) any lease, instrument, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) a termbreach, provision violation or condition right of termination in favor of any other party thereto (other than another Grantor or any wholly-owned Subsidiary of a Grantor) pursuant to the terms of, or a default under, any such lease, instrument, license, contract (including any Non-Assignable Contract), property rights (or agreements governing such property rights) or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation, unenforceability, breach, termination or legal prohibition default shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, instrument, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in clauses (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any assets as to which the Administrative Agent reasonably determines that the costs (including tax costs to the Borrower and its Subsidiaries) of the outstanding voting Equity Interests of obtaining or perfecting a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted in such assets (whether borne by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary Administrative Agent or Disregarded Domestic Subsidiary, as applicablethe Credit Parties) exceed the practical benefit to the Secured Parties afforded thereby; (c) any “intent-to-intent to use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and , (d) Equity Interests in any joint venture or any entity property owned by a Grantor that is not subject to a SubsidiaryPermitted Encumbrance securing purchase money indebtedness or Capital Lease obligations permitted under the Facilities Agreement if the contractual obligation pursuant to which such Permitted Encumbrance is granted (or in the document providing for such Capital Lease obligation or purchase money indebtedness) prohibits the creation of any other Encumbrance on such item of property; (e) any Capital Stock or other assets the granting of security interests in which would breach, other than proceeds thereofviolate or be prohibited by any applicable law; (f) any Excluded Deposit Accounts or Excluded Securities Accounts; (g) governmental licenses and state or local franchises, but only charters and authorizations to the extent that the granting of security interests in such assets pursuant to the Collateral Documents would be prohibited or restricted by applicable law or by the terms of such governmental licenses and state or local franchises, charters and authorizations (xother than to the extent that any such prohibition or restriction would be rendered ineffective pursuant to the UCC or any other applicable law); (h) motor vehicles or other assets the attachment or perfection of an Encumbrance thereon is subject to such Encumbrance being evidenced on a certificate of title pursuant to a certificate of title statute (other than to the extent an Encumbrance thereon can be perfected by the filing of a financing statement under the UCC); (i) any Real Estate Asset to the extent not required to be pledged to secure the Obligations pursuant to Section 5.11 of the Facilities Agreement; (j) margin stock (within the meaning of Regulation U issued by the FRB); and (k) Capital Stock or assets of a Person to the extent that, and for so long as (i) Borrower and its Subsidiaries own less than 100% of Capital Stock of such Person (excluding directors’ qualifying shares), (ii) any Investment in such Person by Borrower and its Subsidiaries was permitted by Section 6.7 of the Facilities Agreement, and (iii) the creation granting of a security interest in such Equity Interests is prohibited or restricted Capital Stock in favor of the Administrative Agent are not permitted by the terms of such issuing Person’s Organizational Documents or otherwise require any consent not obtained of such entity a Person or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders Persons who are not Affiliates Borrower or Subsidiaries of a Grantor Borrower (except it being understood and agreed that the Grantors shall use commercially reasonable efforts to obtain any such consent), other than to the extent that any such prohibition prohibition, restriction or restriction is deemed consent requirement would be rendered ineffective under pursuant to the UCC or any other applicable law), in each case, in existence prior to the date hereof and law (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrarycollectively, the Grantor “Excluded Property”); provided, however, the “Excluded Property” shall not be required to registerinclude any Proceeds, products, substitutions or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent replacements of any Excluded Property (unless such determination along with Proceeds, products, substitutions or replacements would themselves otherwise constitute Excluded Property); provided, further, if any Excluded Property that would have otherwise constituted Collateral ceases to be Excluded Property, such additional information as the property shall automatically be deemed Collateral Agent may reasonably request to verify to their satisfaction that at all times from and after such information is subject to a Regulatory Exceptiontime.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any (a) any U.S. intent-to-use trademark application for which a statement of use has not been filed with and duly accepted by the United States Patent and Trademark Office (but only until such statement is accepted by the United States Patent and Trademark Office), (b) motor vehicles and other assets subject to certificates of title (other than to the extent a security interest thereon can be perfected by the filing of a financing statement under the UCC), (c) property subject to a lien permitted by Section 9.2 of the Credit Agreement securing purchase money obligations or capital leases solely to the extent that a grant or perfection of a lien in favor of the Agent on any such property is prohibited by, or results in a breach or termination of, or constitutes a default under, the documentation governing such lien or the obligations secured by such lien and such restriction is enforceable under applicable law, (d) clauses (a) and (b) of the definition of “Excluded Accounts” in the Credit Agreement and (e) without duplication of clauses (a) through (d) above, lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to only for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) (collectively, the “Excluded Collateral”); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; providedabove (and all of Grantors’ rights, further, that the exclusions referred to title and interest in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property rights or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary agreements, or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds portion thereof, but only to the extent that (x) the creation of a security interest shall automatically be included in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable lawand considered as “Collateral”), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest interests granted under Section 2.1 hereof attach to (a) any right, title or interest in any permit, lease, license, contract or agreement held by any Grantor or to which any Grantor is a party, and party or any of its rights right, title or interest thereunder, if and thereunder to the extent extent, but only to the extent, that such a security interest is prohibited by grant would, under the terms of such permit, lease, license, contract or agreement, result in violation a breach of (i) any law, rule or regulation applicable to such Grantorthe terms of, or (ii) constitute a termdefault under or result in the termination of or give rise to a right on the part of the parties thereto other than the Borrower and its Subsidiaries to terminate, provision or condition of any such permit, lease, license, contract or agreement held by such Grantor or to which such Grantor is a party (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 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 Title 11 of the Bankruptcy United States Code) or principles of equity); providedprovided that immediately upon the ineffectiveness, howeverlapse or termination of any such provision, that the Collateral shall include (and such security right, title or interest shall attach) immediately at in such time as the contractual or legal prohibition shall no longer be applicable and to the extent severablepermit, shall attach immediately to any portion of such lease, license, contract or agreement not subject shall cease to be excluded from the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of Collateral under this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement2.2; (b) any “intent to use” Trademark application until such time as an amendment to allege use or statement of use in respect thereof has been accepted by the United States Patent and Trademark Office, at which time such Trademark shall cease to be excluded from the Collateral under this Section 2.2; (c) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; (d) without limiting clause (k) below, prior to the Discharge of Term Obligations, those assets that would constitute Term Priority Collateral but as to which the Term Collateral Agent shall not have required a lien or security interest for so long as the Term Obligations are outstanding; provided, however, that such assets shall automatically cease to be excluded from Collateral under this Section 2.2 at any time the Term Collateral Agent does require a lien or security interest therein to secure the Term Obligations; (e) Capital Stock of any Person (other than a wholly-owned Subsidiary or a Guarantor Subsidiary) the pledge of which would violate a contractual obligation of the Borrower or any other Grantor to the owners (other than the Borrower and its Subsidiaries) of the other Capital Stock of such Person that is binding on or relating to such Capital Stock and is existing on the Closing Date or at the time such Capital Stock is acquired by the applicable Grantor (provided that such contractual obligation is not entered into in contemplation of the acquisition of such Capital Stock); (f) Capital Stock of any Immaterial Subsidiary or Unrestricted Subsidiary (until such time, if at all, as such Immaterial Subsidiary or Unrestricted Subsidiary ceases to constitute an Immaterial Subsidiary or Unrestricted Subsidiary, as applicable, under the Revolving Credit Agreement); (g) any of the outstanding voting Equity Interests Capital Stock of a Foreign Subsidiary or that is a Disregarded Domestic Subsidiary “controlled foreign corporation” within the meaning of Section 957 of the Code, in excess of 65% of all classes of Capital Stock of such Foreign Subsidiary entitled to vote; (h) Capital Stock of any wholly-owned Domestic Subsidiary if all of its assets (other than an immaterial portion thereof) consist of Capital Stock of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the voting power meaning of Section 957 of the Code, in excess of 65% of all classes of Equity Interests Capital Stock of such Foreign Subsidiary or Disregarded wholly-owned Domestic Subsidiary entitled to vote; provided (i) Margin Stock; (j) any leasehold interests of any Grantor in real property as a lessee (but not any Collateral located thereon); (k) any fee interest in any owned real property except as required by Section 5.17 of the Revolving Credit Agreement; (l) any Equipment of the Borrower or any Grantor that is subject to a purchase money lien or capital lease permitted under the Revolving Credit Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such Equipment to be subject to the Liens created under the Collateral Documents; provided, that immediately upon the amendment ineffectiveness, lapse or termination of any such restriction, such Equipment shall cease to be excluded from the Collateral under this Section 2.2; (m) any aircraft or any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title ownership of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture Borrower or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)except, in each case, in existence prior to the date hereof extent that a security interest therein may be perfected by the filing of a UCC financing statement) (the assets referred to in clauses (a) through (m) above being collectively referred to as the “Excluded Assets”); provided, however, that Collateral shall include (x) any Proceeds, substitutions or replacements of any of the assets referred to in the foregoing clauses (a) through (m) (unless such Proceeds, substitutions or replacements would constitute assets referred to in clauses (a) through (m)) and (y) any asset which secures any of the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionTerm Obligations. Notwithstanding anything set forth to the contrary contained in this Agreement to the contraryAgreement, the no Grantor shall not be required to registerdeliver control agreements, or disclose confer perfection by “control” over any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Accounts.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to, and the definition of Collateral, and all definitions constituting part of the definition of Collateral, shall not refer to, (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests Capital Stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests Capital Stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests Capital Stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Actoutstanding Capital Stock of any Joint Venture or other Person (other than a Subsidiary) in which the Grantor maintains an Investment, 15 U.S.C. § 1051where the organizational documents for such Joint Venture or other Person, prior to the filing of a “Statement of Use” pursuant to Section 1(d) or any agreement among owners of the Xxxxxx Act Capital Stock of such Joint Venture or an “Amendment to Allege Use” pursuant to Section 1(c) of Person, prohibit the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the pledge or grant of a any security interest therein would impair the validity or enforceability of any registration that issues from other Lien on such intent-to-use application under applicable federal law; and Capital Stock (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in any such Equity Interests is prohibited term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders 9-409 of the other Equity Interests in such entity which holders are not Affiliates UCC (or any successor provision or provisions)); or (d) any motor vehicles subject to certificates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC title or other similar registration under applicable state or federal law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section SECTION 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) Code or principles of equity); provided, howeverPROVIDED, HOWEVER, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately upon the execution hereof to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above); provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided PROVIDED, that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything contained in Section 1.03 hereof or anything else herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof hereby in the Collateral attach to any of such Grantor’s right, title or interest (a) in any lease, license, contract contract, property right, or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or rendering unenforceable any lawright, rule title or regulation applicable to such Grantorinterest of any Grantor therein, or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless in each case, other than to the extent any such law, rule, regulation, term, provision or condition would be term is rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections by §§ 9-406, 9-407, 9-408 or 9406—9-409 of the UCC UCC) (or any successor provision or provisions); (b) of in any relevant jurisdiction lease, license, contract, property rights or agreement to which any Grantor is a party or any other of its rights or interests thereunder to the extent that any applicable law prohibits the creation of a security interest thereon (including in each case, other than to the Bankruptcy Codeextent any such term would be rendered ineffective pursuant to Sections 9-406 through 9-409 of the UCC) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (ia) or (iib) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (bc) in any of the outstanding voting Equity Interests capital stock of a Foreign Entity in excess of 65% of the voting power of all classes of capital stock of such Foreign Entity 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 Foreign Entity without adverse tax consequences, the Collateral shall include, and each Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock of each Foreign Entity; (d) in the capital stock of the Excluded Subsidiary or (e) in any trademark applications filed in the United States Patent and Trademark Office on the basis of such Guarantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.). If at anytime any Grantor acquires interest in a Disregarded Domestic CFC Subsidiary, the Collateral Agent agrees to release its security interest in the outstanding capital stock of such CFC Subsidiary in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic CFC Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, Intellectual Property, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; provided further that such exclusion provided in this clause (b) shall not apply to the capital stock of Stora Enso Port Hawkesbury Limited, a Nova Scotia company all of which capital stock is hereby pledged as security for the Priority Lien Obligations; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, Intellectual Property identified in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable lawSchedule 4.7(I), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract or agreement to which any Grantor is a party, and party or any of its rights (including property rights with respect to the equipment) or interest interests thereunder, if and to the extent that a security interest is prohibited by or by, in violation of or shall result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any debtor therein, (ii) any law, rule or regulation applicable to such Grantor, or (iiiii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, provided however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied or such 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 or agreement not subject to the prohibitions specified in (i), (ii) or (iiiii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests equity interests of (i) a Material Foreign Subsidiary or a Disregarded (ii) an Excluded Domestic Subsidiary Subsidiary, in each case, in excess of 65% of the voting power of all classes of Equity Interests total Voting Stock of such Material Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Excluded Domestic Subsidiary, as applicable; (c) any of the outstanding equity interests of a Designated Non-Wholly-Owned Subsidiary, an Unrestricted Subsidiary, or any Subsidiary which does not meet the requirements of a Pledged Subsidiary; (d) all promissory notes, except to the extent constituting Pledged Collateral; (e) any Deposit Account or securities account which is subject to a Permitted Encumbrance and secures workers compensation or insurance obligations (“Specified Collateral Account”); (f) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity , provided, however, that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests trademark application (and the resulting registration) is prohibited promptly granted to the Collateral Agent upon the filing of a Statement of Use or restricted an Amendment to Allege Use, as the case may be; (g) equity interests held by the Organizational Documents a Loan Party of such entity a Person who is not a direct or by any contractual restriction contained in any agreement with third party holders indirect Subsidiary of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except Borrower to the extent that, and for so long as, the granting of a security interest hereunder in such equity interests would not be permitted by the terms of such issuing Person’s organizational documents or agreements with such other Persons holding the remainder of such equity interests, so long as such terms are not for the purpose of avoiding the grant of security interest hereunder; (h) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such prohibition lease, license or restriction is deemed ineffective under agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (after giving effect to the applicable anti-assignment provisions of the New York UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York UCC or other applicable law notwithstanding such prohibition), in each case, in existence prior ; and (i) any property or right to use property to the date hereof and (y) extent that the Grantors used their commercially reasonable efforts, and did not succeed, to remove burden or cost of obtaining or perfecting such prohibition or restriction. Notwithstanding anything set forth security interest is excessive in this Agreement relation to the contrarybenefit of the security afforded thereby, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as determined by the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionin its reasonable discretion.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) (i) deposit accounts the balance of which consists exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans, and (ii) segregated deposit accounts constituting tax, payroll and trust accounts; or (d) any “United States intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior use trademark applications to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application trademark applications under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice upon submission and acceptance by the United States Patent and Trademark Office of an amendment to Collateral Agent of allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such determination along intent-to-use trademark application shall be considered Collateral. *** Certain confidential information has been omitted and filed separately with such additional information as the Collateral Agent may reasonably request Commission. Confidential treatment has been requested with respect to verify to their satisfaction that such information is subject to a Regulatory Exceptionthe omitted portions.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall The Lender may determine at its sole discretion whether the Collateral shall include or the security interest granted under Section 2.1 hereof 1(a) shall attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor Borrower is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of Borrower therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC CUCC (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 in any event the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in clause (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) any intent to use trademark application filed in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior United States to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, period in which, which the grant of a security interest therein would impair the validity or and enforceability of any registration that issues from such intent-to-intent to use trademark application under applicable federal law; and (d) Equity Interests in any joint venture or any entity the trademark that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective subject thereof under the UCC or other applicable trademark application law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement Section 1(b) to the contrary, the Grantor foregoing exclusions shall not be required in any way limit, impair or otherwise affect Lender’s continuing liens upon any rights or interests of Borrower in (A) monies due or to registerbecome due to Borrower in respect of such lease, license, contract, property rights agreement or disclose other interests or (B) any information which would result in a Regulatory Exceptionand all Proceeds from the sale, provided that Grantor provide notice to Collateral Agent transfer, assignment, license, lease or other dispositions of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionlease, license, contract, property rights, agreements or other interests.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any of the following (collectively, the “Excluded Property”): (a) any lease, license, contract contract, or agreement to which any Grantor is a party, including any Patent License, Trademark License, Trade Secret License, and Copyright License and any other Assigned Agreement, or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest (i) is prohibited by or in violation of (i) any law, rule statute or regulation applicable to such Grantor, thereto or (ii) shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (B) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract or agreement; provided, however, that (I) the foregoing exclusions set forth in clause (a) to the contrary notwithstanding, the Collateral shall include (and “Excluded Property” shall not include) any lease, license, contract, or agreement which would otherwise be excluded by operation of clause (unless a)(i) or clause (a)(ii) above if and to the extent that any such law, rule, regulation, described term, provision provision, restriction, or condition prohibition triggering the applicability of clause (a)(i) or (a)(ii) would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 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 (II) the Collateral shall include (and “Excluded Property” shall not include) and such security interest shall attachattach to any lease, license, contract, or agreement which would otherwise be excluded by operation of clause (a)(i) or clause (a)(ii) above immediately at such time as the contractual condition causing such breach, termination, default, prohibition, abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied (whether by change in law, statute or regulation (or in the interpretation of any law, statute or regulation) or by consent, waiver or other means) and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, or agreement that does not subject to result in any of the prohibitions consequences specified in (ia)(i) or (iia)(ii) above; provided, further, that and (III) the exclusions referred to foregoing exclusion set forth in clause (a) shall in no way be construed to limit, impair or otherwise affect Collateral Agent’s continuing security interests in and liens upon any rights or interests of this Section 2.2 shall not include any Proceeds Grantor in or to (1) monies due or to become due under or in connection with any described lease, license, contract, or agreement (including any Accounts) or (2) any proceeds from the sale, license, lease or other dispositions of any such lease, license, contract contract, or agreement; , (b) in any of the outstanding voting Equity Interests Capital Stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of any Grantor solely to the extent that such voting Capital Stock represents more than 65% of the voting power of all classes of Equity Interests Capital Stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled and pledging more than 65% of such voting Capital Stock would reasonably be expected to voteresult in adverse tax consequences to the Company; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary CFC without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests the Capital Stock of each Foreign Subsidiary CFC; provided, that the foregoing exclusion set forth in clause (b) shall in no way be construed to limit, impair or Disregarded Domestic Subsidiaryotherwise affect Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to any proceeds from the sale, as applicable; license, lease or other dispositions of any such Capital Stock, (c) any “United States intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior use trademark applications to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application trademark applications under applicable federal law; , provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (d) Equity Interests in Excluded Accounts or (e) any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only asset to the extent Company and Administrative Agent reasonably agree in writing that (x) the creation costs of a perfection for such asset exceed the benefit of the collateral security interest provided to the Secured Parties by such asset and such asset is specifically identified in such Equity Interests is prohibited or restricted by writing as “Excluded Property”. Anything to the Organizational Documents of such entity or by any contractual restriction contrary contained in any agreement with third party holders of the other Equity Interests in such entity which holders foregoing notwithstanding, assets or property that constitute or are not Affiliates of a Grantor (except purported to constitute collateral for the extent any such prohibition or restriction is deemed ineffective Indebtedness incurred under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Credit Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception“Excluded Property”.

Certain Limited Exclusions. (a) Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Debtor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of such Debtor's right, title or interest in: (ai) any leasecash or deposit accounts; (ii) any Intellectual Property if the grant of such security interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of any Debtor therein or if such a grant, under the terms of such Intellectual Property license, contract or agreement results in a breach or termination of the terms of, or constitutes a default under or termination of any such Intellectual Property license, contract or agreement (other than to the extent that the terms under such Intellectual Property license, contract or agreement that restricts such grant would be rendered ineffective pursuant to Section 9-406 or 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); (iii) any license, contract or agreement to which any Grantor such Debtor is a party, and party or any of its rights or interest interests thereunder, if and including, without limitation, with respect to any Pledged Partnership Interests or any Pledged LLC Interests, to the extent extent, but only to the extent, that such a security interest is prohibited by or in violation grant, under the terms of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless including, without limitation, any partnership agreements or any limited liability company agreements), or otherwise, results in a breach or termination of the terms of, or constitutes a default under or termination of any such lawlicense, rule, regulation, term, provision contract or condition agreement (other than to the extent that any such term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, 9-407, 406 or 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, howeverthat each Debtor agrees to use all reasonable efforts to obtain all requisite consent to enable such Debtor to provide a security interest in such asset and, that in any event, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include (include, and such Debtor shall be deemed to have granted a security interest shall attach) immediately at in, all such time rights and interests as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of if such lease, license, contract or agreement not subject to the prohibitions specified provision had never been in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreementeffect; (biv) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to votevote (other than Mikohn South America, S.A. for which the Company shall only pledge 49.85% of its outstanding capital stock and Mikohn Australasia Pty. Ltd. for which the Company shall only pledge 50% of its outstanding capital stock); provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the each Debtor shall be deemed to have granted a security interest granted by each Grantor shall attach toin, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic SubsidiaryCorporation (other than Mikohn South America, as applicableS.A. and Mikohn Australasia Pty. Ltd.); (cv) any “intent-to-use” application for registration of a Trademark filed pursuant assets subject to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act Liens securing Purchase Money Indebtedness or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective Capitalized Lease Obligations permitted under the UCC or other applicable law), in each case, in existence prior Indenture unless a Lien thereon is granted to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose secure any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject obligations to a Regulatory Exceptionlender under the Credit Agreement; or (vi) any Gaming License.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest and lien granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall PLEDGE AND SECURITY AGREEMENT EXECUTION 443475-New York Server 5A constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9406,9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity); , provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable effective and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in clause (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests equity securities of a directly owned Foreign Subsidiary or a Disregarded Domestic Subsidiary of such Grantor in excess of 65% of the voting power of all classes of Equity Interests capital stock of such directly owned Foreign Subsidiary or Disregarded Domestic Subsidiary of such Grantor entitled to vote, (c) in any of the outstanding equity securities of any indirectly owned Foreign Subsidiary of such Grantor (together with any other Grantor) or (d) any interest of any Grantor in the fractional ownership interests held or acquired by such Grantor in a jet airplane pursuant to an agreement with Net Jet Sales, Inc. (the "NET JET INTERESTS") or (e) any assets of any Foreign Subsidiary (the assets described in clauses (a) through (e) hereof collectively, the "EXCLUDED ASSETS"); provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequencesconsequences (in the reasonable judgment of such Grantor), the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each directly owned Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionGrantor.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract or agreement, including any agreement governing a security, to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the 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 lease, license, contract or agreement, including any agreement governing a security, not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture Equipment financed by a Grantor with purchase money Indebtedness or any entity Indebtedness with respect to Capital Leases permitted under the Credit Agreement (provided that is not a Subsidiary, other than proceeds thereof, but such exclusion shall only apply to the extent that (x) the creation of such Grantor is prohibited from granting a security interest in such Equity Interests is prohibited or restricted by under the Organizational Documents terms of such entity Indebtedness and only so long as such Indebtedness remains outstanding); or by (e) so long as the IRB Loan Agreement remains in effect, any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)Deposit Account, in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to registerSecurities Account, or disclose any information which would result in a Regulatory ExceptionCommodities Account owned by Wisconsin Industrial Sand Company, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.L.L.C.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 1.01 hereof attach to or the term “Patent Collateral” include (a) any lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement to which any Grantor Assignor is a party, and party or any of its rights or interest thereunderinterests thereunder (including property governed thereby) or (b) any contracts, leases or licenses which prohibit the creation of a security interest, or which require the consent of third parties for the creation of a security interest, if and to for so long as the extent that a grant of such security interest is prohibited by in the property or interests described in violation of clauses (a) and (b) above shall constitute or result in (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Assignor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); ), provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as (x) the contractual condition causing such abandonment, invalidation, termination, derogation, cancellation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately without further action to any portion of such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in clause (i) or (ii) above; provided, further, that the exclusions referred to in clause (ay) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed or becomes unenforceable or is otherwise ineffective under the UCC or other applicable law; or (z) consent to such security interest has been obtained from any applicable third party (all such property excluded from the definition of “Patent Collateral” under this Section 1.02 shall be referred to as “Excluded Property”), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement contained herein to the contrary, the Grantor Assignor shall not be required to register, or disclose take any information which would result in a Regulatory Exception, provided that Grantor provide notice actions with respect to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) to any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided that the Collateral shall include (and such security interest shall attachattach immediately (x) immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; providedabove and (y) to any all Proceeds, furtherproducts, that the exclusions referred to accessions, rents and profits of or in clause (a) of this Section 2.2 shall not include any Proceeds respect of any of the foregoing such lease, licenselicenses, contract contract, property right or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant those assets as to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may and the Required Lenders reasonably request determines, in consultation with the Grantors, that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to verify the benefit to their satisfaction that such information is subject the Agents and the Lenders of the security to a Regulatory Exceptionbe afforded thereby.

Certain Limited Exclusions. 2.2.1 . Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawTBR Delayed Transfer Assets; and (d) Equity Interests in any joint venture Redemption Account or Defeasance Account; or (e) any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionassets constituting real property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, (a) other than with respect to the NDAs and the ANDAs, in no event shall will the Collateral include or the and no Grantor will be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of its right, title or interest (ai) in any lease, license, contract Contract, permit, Instrument, security, franchise or other agreement to which any such Grantor is a party, and party or any of its rights or interest interests thereunder, if and (x) to the extent, but only to the extent, that such a grant would be prohibited by any requirement of applicable law of a government authority or (y) to the extent that such a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorgrant would constitute a default under, or (ii) a term, provision result in the breach of or condition termination of any such lease, license, contract instrument or agreement require the consent not obtained of a third party (unless other than (x) to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) provisions of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); providedequity or (y) with respect to licenses, however, that the Collateral shall include (Contracts and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable other agreements with regard to Intellectual Property and to the extent severable, shall attach immediately to negative pledge provisions contained in any portion of such lease, license, contract contract, permit, Instrument, security, franchise), but any exclusion per the foregoing shall not exclude any proceeds or agreement not subject to products of any such excluded asset and shall cease being excluded automatically upon the prohibitions specified in (i) or (ii) abovebasis for such exclusion being eliminated; provided, furtherthat, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, if requested by the Collateral shall includeAgent, and the security interest granted by each Grantor shall attach to, agrees to use its commercially reasonable efforts to obtain all requisite consents to enable such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant Grantor to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of provide a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained asset and, in any agreement with third party holders of event, immediately upon the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition ineffectiveness, lapse or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent termination of any such determination along with such additional information as provision, the Collateral Agent may reasonably request will include, and such Grantor will be deemed to verify have granted a security interest in, all such rights and interests as if such provision had never been in effect and (ii) any trademark application filed on an “intent to their satisfaction that use” basis until such information is subject time as a statement of use has been filed with and duly accepted by the United States Patent and Trademark Office and (b) with respect to each direct or indirect foreign subsidiary of Borrower (each, a Regulatory Exception“Controlled Foreign Corporation”), no assets of such Controlled Foreign Corporation shall be deemed pledged hereunder.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any Non-Assignable Contract, lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in clause (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests Capital Stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests Capital Stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests Capital Stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) provided further that any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only Capital Stock to the extent that excluded by this sub-clause (xb) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information defined herein as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception"EXCLUDED SUBSIDIARY INTERESTS".

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any Excluded Account; (d) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely thereto to the extent, if any, that, and solely during the period, if any, in which, the extent that a grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and (de) Equity Interests any property subject to a Lien of the type described in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only clause (m) of the definition of “Permitted Liens” to the extent that (x) the creation a grant of a security interest in such Equity Interests is prohibited or restricted by therein would violate the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders terms of the other Equity Interests in agreements creating such entity Liens; or (f) those assets as to which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may and the Specified Lender reasonably request determine, in consultation with the Grantors, that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to verify the benefit to their satisfaction that such information is subject the Agents and the Lenders of the security to a Regulatory Exceptionbe afforded thereby.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests Capital Stock of a Controlled Foreign Subsidiary or Corporation (other than a Disregarded Domestic Subsidiary Canadian Subsidiary) in excess of 6566% of the voting power of all classes of Equity Interests Capital Stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteCorporation; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequencesCorporation, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests the voting Capital Stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “trademark application filed in the United States Patent and Trademark Office on the basis of ant Grantor's "intent-to-use” application for registration of a Trademark filed " such trademark pursuant to Section 1(b) of the Xxxxxx Act, Lanham Act (15 U.S.C. § 10511501), prior to the filing unless and until evidence of a “Statement of Use” pursuant to Section 1(d) use of the Xxxxxx Act or an “Amendment to Allege Use” Xxxxxxark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or 1(d) of the Xxxxxx Lanham Act with respect thereto(15 U.S.C. 1501, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity et. seq.); or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture the last day of the terx xx xny lease or any entity that is not a Subsidiary, other than proceeds thereofagreement therefor, but only upon the enforcement of the security interest, the applicable Grantor shall stand possessed of such last day in trust to assign the extent that same to any person acquiring such term. Any Grantor's grant of security in trade-marks (xas defined in the Trade-marks Act (Canada)) the creation under this Agreement shall be limited to a grant by such Grantor of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents all of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests Grantor's right, title and interest in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptiontrade-marks.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.2 hereof attach to (a) any Intellectual Property, lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretoto perfection only, solely any item of personal property as to which the extent, if any, that, and solely during Collateral Agent shall determine in its reasonable discretion after consultation with the period, if any, in which, Company that the grant costs of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of perfecting a security interest in such Equity Interests is prohibited or restricted by item are excessive in relation to the Organizational Documents value of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionsecurity being perfected thereby.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect 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 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 or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Excluded Disregarded Domestic Subsidiary Entity entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and Excluded Disregarded Entity and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests and the Equity Interests issued by any Receivables Entity or Immaterial Domestic Subsidiary; (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and other Goods covered by a certificate of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction; (df) Foreign Intellectual Property; (g) Margin Stock (within the meaning of Regulation U issued by the FRB); (h) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Company) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of a the security interest in such Equity Interests is prohibited hereunder pursuant to Sections 9-406, 9-407, 9-408 or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders 9-409 of the other Equity Interests in such entity which holders are not Affiliates UCC (or any successor provision or provisions) of a Grantor (except to the extent any such prohibition relevant jurisdiction or restriction is deemed ineffective under the UCC or any other applicable law), in each case, in existence prior to law (including the date hereof and Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect 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 additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exception.the prohibitions specified in this clause 2.02(h) or (i) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract contract, property rights or agreement (including, without limitation, Assigned Agreements) to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests Capital Stock of a each first-tier Foreign Subsidiary listed on Schedule 3.1(g) to the Credit Agreement in excess of the percentages set forth on such schedule and any of the voting Capital Stock of each first-tier Foreign Subsidiary created or a Disregarded Domestic Subsidiary acquired after the date hereof in excess of 65% of the such outstanding voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteCapital Stock; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences (other than de minimus tax consequences), the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests Capital Stock of each Foreign Subsidiary; provided, further, that such limitations with respect to Capital Stock of a Foreign Subsidiary or Disregarded Domestic shall not apply to the extent that the obligations under the Revolving Loan Agreement are secured by more than 65% of the Capital Stock of such Foreign Subsidiary, as applicable; (c) all Capital Stock of Foreign Subsidiaries which are not first-tier Foreign Subsidiaries; (d) automobiles and other assets subject to certificates of title; (e) assets of any foreign Subsidiary; (f) any “intent-to-intent to use” application Trademark applications for registration which a statement of use has not been filed (but only until such statement is filed); (g) Equipment owned by any Grantor that is subject to a Trademark filed pursuant to Section 1(bPurchase Money Lien or a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than the Xxxxxx Act, 15 U.S.C. § 1051, prior Company and its Affiliates as a condition to the filing creation of any other Lien on such Equipment; (h) any Capital Stock of Shanghai Sanfeng Xxxxxx Electric Co. Limited JV and Dura Ganxiang Automotive Systems (Shanghai) Co. Ltd., in each case only so long as a “Statement pledge thereof would require consent of Use” pursuant to Section 1(done or more third parties; and (i) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act any assets with respect thereto, solely to which the extent, if any, that, and solely during the period, if anyCollateral Agent, in which, consultation with the grant Company and the Lenders shall reasonably determine that the cost of a creating and/or perfecting the security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests is excessive in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only relation to the extent that benefit to the Secured Parties (collectively, (the “Excluded Property")); provided, however, the foregoing shall not include any Proceeds, substitutions or replacements of the above (unless such Proceeds, substitutions or replacements would constitute Excluded Property). Notwithstanding anything to the contrary contained herein, (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to registertake any action intended to cause any Excluded Property to constitute Collateral, (y) each defined term used in describing types or disclose categories of Collateral, including those used in Sections 2.1(a) through (x) above, shall be deemed to exclude all Excluded Property and (z) none of the representations, warranties and covenants shall be deemed to apply to any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionproperty constituting Excluded Property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “United States intent-to-use” use trademark or service xxxx application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, extent that any such security interest (and solely during the period, if any, period in which, which the grant of a security interest therein therein) would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 1.01 hereof attach to or the term “Copyright Collateral” include (a) any lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement to which any Grantor Assignor is a party, and party or any of its rights or interest thereunderinterests thereunder (including property governed thereby) or (b) any contracts, leases or licenses which prohibit the creation of a security interest, or which require the consent of third parties for the creation of a security interest, if and to for so long as the extent that a grant of such security interest is prohibited by in the property or interests described in violation of clauses (a) and (b) above shall constitute or result in (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Assignor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); ), provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as (x) the contractual condition causing such abandonment, invalidation, termination, derogation, cancellation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately without further action to any portion of such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in clause (i) or (ii) above; provided, further, that the exclusions referred to in clause (ay) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed or becomes unenforceable or is otherwise ineffective under the UCC or other applicable law; or (z) consent to such security interest has been obtained from any applicable third party (all such property excluded from the definition of “Copyright Collateral” under this Section 1.02 shall be referred to as “Excluded Property”), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement contained herein to the contrary, the Grantor Assignor shall not be required to register, or disclose take any information which would result in a Regulatory Exception, provided that Grantor provide notice actions with respect to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document 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, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, 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 lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) above; providedprovided further, furtherhowever, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableExcluded Equity; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application application, or the Trademark that is the subject thereof, under applicable federal law; and (d) Equity Interests any property or asset which is subject to a certificate of title under a statute of any jurisdiction; (e) any Equipment which is subject to a purchase money mortgage or other purchase money Lien (including Capitalized Lease Obligations) permitted under the Indenture if (i) the valid grant of a Lien to the Notes Collateral Agent in any joint venture such item of Equipment is prohibited by the terms of the agreement between the Grantor and the holder of such purchase money mortgage or any entity that other purchase money Lien or under applicable law and such prohibition has not been or is not a Subsidiarywaived, or the consent of the holder of the purchase money mortgage or other than proceeds thereofpurchase money Lien has not been or is not otherwise obtained, but only or under applicable law such prohibition cannot be waived and (ii) the purchase money mortgage or other purchase money Lien on such item of Equipment is or shall become valid and perfected; (f) without duplication of the foregoing clause (e), any property or asset acquired after the Issue Date to the extent that (x) the creation of that, and for so long as, granting a security interest in such Equity Interests is prohibited asset would violate applicable law or restricted by an enforceable contractual obligation binding on such asset that existed at the Organizational Documents time of acquisition thereof and was not created or made binding on such asset in contemplation or in connection with the acquisition of such entity asset; (g) any property or assets located outside the United States of America (or any state or territory thereof or the District of Columbia) or owned by any contractual restriction contained Foreign Subsidiaries; (h) any debt securities issued to the Issuer or any other Grantor having, in the case of each instance of debt securities, an aggregate principal amount not in excess of $5 million; (i) any agreement with third party holders letter of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except credit rights to the extent any such prohibition (x) not constituting Supporting Obligations or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors Grantor is required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose; (j) any bank accounts (including any deposit accounts, any bank accounts of which the proceeds secure Hedging Obligations, bank accounts used their commercially reasonable effortsexclusively for payroll, payroll taxes and other employee wage and benefit payments to or for the Issuer’s or any other Grantors’ employees, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.escrow and

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Loan Document to the contrary, in no event shall the Collateral (as such term is defined herein and used herein and in any other Loan Document) include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, 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 lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteCorporation; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any applications for trademarks or service marks filed in the United States Patent and Trademark Office (the “intent-to-use” application for registration of a Trademark filed PTO”) pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the Xxxxxx Act, xxxx in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to §1051 Section 1(c) of the Xxxxxx Act with respect theretoor Section 1(d); (d) Excluded Equity Interests; (e) Securitization Assets and any assets or property subject to a Permitted Lien securing Non-Recourse Indebtedness, solely to the extentPermitted Funding Indebtedness, if any, that, Permitted Securitization Indebtedness and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of Indebtedness under Credit Enhancement Agreements; (f) any registration that issues from such intent-to-use application under applicable federal lawCustodial Accounts; (g) any REO Assets; and (dh) Equity Interests any equity interest issued by a Securitization Entity that cannot be pledged as a result of restrictions in any joint venture its or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the its parent’s Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders documents governing or related to its or its subsidiaries’ Indebtedness; provided that, irrespective of the other Equity Interests in such entity which holders are not Affiliates of a Grantor foregoing, the following assets shall constitute “Collateral”: (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)1) Unencumbered Servicing Advances, in each case, in existence prior to the date hereof (2) Specified Deferred Servicing Fees and (y3) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionSpecified MSRs.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, but subject to the proviso below, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to: (a) any lease, license, contract sublicense, contract, Account, instrument, Document, General Intangible or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest or lien therein (i) is prohibited by or in violation of (iA) any law, rule rule, regulation or regulation agreements with any Governmental Authority applicable to such GrantorGrantor or would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been received), including Patents and Patent Licenses generated in the course of contracts entered into with French Governmental Authority, such as contracts governed by the provisions of the cahier des clauses administratives générales, or (iiB) a term, provision or condition of any such lease, license, contract sublicense, contract, Account, instrument, Document, General Intangible or agreement, (ii) creates a right of termination or revocation, in whole or in part, in favor of any other Person party thereto after giving effect to the applicable anti-assignment provisions of the UCC or (iii) requires a consent from any Governmental Authority or any other Person that has not been obtained and under the terms of which lease, license, sublicense, contract, Account, instrument, Document, General Intangible or agreement any grant of a security interest or lien therein in the absence of such consent would result in the termination thereof (unless unless, in case of clauses (i), (ii) and (iii) above, such law, rule, regulation, agreement, term, provision provision, condition, right of termination or condition revocation, or requirement to obtain consent is or would be rendered ineffective with respect to the creation of the security interest or lien hereunder pursuant to Sections Section 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 CodeDebtor Relief Laws) or principles of equity), in each case, so long as the applicable agreement, term, provision, condition, right of termination or revocation, or requirement to obtain consent was not incurred in anticipation of the Credit Facilities; provided, however, that the Collateral shall include (and such security interest and lien shall attach) to such lease, license, sublicense, contract, Account, instrument, Document, General Intangible or other agreement immediately at such time as the contractual or legal prohibition shall no longer be applicable and and, to the extent severable, shall attach immediately to any portion of such lease, license, contract sublicense, contract, Account, instrument, Document, General Intangible or other agreement not subject to the prohibitions prohibitions, restrictions or requirements specified in clause (i), (ii) or (iiiii) above; provided, further, that the exclusions referred to in clause clauses (ai), (ii) of this Section 2.2 and (iii) above shall not include any Proceeds or Receivables of any such lease, license, contract sublicense, contract, Account, instrument, Document, General Intangible or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage assignment of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that which is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is expressly deemed ineffective effective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove notwithstanding such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.prohibition;

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest Security Interest granted under Section 2.1 hereof 2.01 attach to to: (a) any lease, license, contract Receivable, General Intangible, Investment Account, contract, property rights (including Intellectual Property) or agreement to which any such Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a security interest is prohibited by grant of such Security Interest shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of the Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, Receivable, General Intangible, Investment Account, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition result 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) UCC, the provisions of any relevant jurisdiction the Bankruptcy Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral such Security Interest shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract Receivable, General Intangible, Investment Account, contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately (and without the requirement of any further action on the part of the Grantee) upon the any amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest Security Interest granted by each the Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Accounts.

Certain Limited Exclusions. (a) Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (ai) any fixture, As-Extracted Collateral, lease, license, contract or agreement to which any Grantor is a party, party and any of its rights or interest thereunder or any assets the pledge of which would be prohibited thereunder, if and to the extent that a security interest is prohibited (or is not permitted without the consent of a third party) by or in violation of (iA) any law, rule or regulation applicable to such Grantor, or (iiB) a term, provision or condition clause of any such lease, license, contract contract, property right or agreement to which any Grantor is a party (unless such law, rule, regulation, term, provision or condition or requirement of consent would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy CodeCode of the United States) or principles of equity) or (C) assets or Equity Interests of any non-wholly owned subsidiary to the extent, but solely to the extent, that the organization documents of such Subsidiary prohibit the pledge of such assets or stock hereunder (but only so long as such prohibition was not created in contemplation of the Collateral requirements under this Agreement); 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 fixture, As-Extracted Collateral, lease, license, contract contract, agreement or agreement asset not subject to the prohibitions specified in (iA), (B) or (iiC) above; and provided, further, that no such excluded Collateral shall be excluded hereunder if such Grantor shall have used, at the request of the Collateral Agent (and if so requested by the Collateral Agent, such Grantor shall use) commercially reasonable efforts to obtain and has actually obtained any consents or use commercially reasonable efforts to take (or cause to be taken) all actions (including any amendments to any relevant organization documents) necessary or desirable to remedy any such prohibition or restriction to the pledge hereunder and the creation of the Lien of the Collateral Agent on such excluded Collateral for the ratable benefit of the Secured Parties that actually resulted in the remedy of any such prohibition or restriction; and provided, further, that the exclusions referred to in clause (ai) of this Section 2.2 2.2(a) shall not include any Proceeds of any such lease, license, contract or agreement; (bii) in any of the outstanding voting Equity Interests capital stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 6566.6% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (ciii) any “intent-to-use” use application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (iv) assets and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or thereof owned by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to on the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided hereafter acquired that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionLien securing a purchase money obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such money obligation or Capital Lease Obligation validly prohibits the creation of any other Lien in such assets and proceeds; and (v) any Collateral subject to certificates of title (including motor vehicles).