Common use of Certain Limited Exclusions Clause in Contracts

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to any Lease, license, contract, property rights or agreement to which the Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the 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 any such term would be rendered ineffective 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 such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attached immediately to any portion of such Lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii).

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to any Leaselease, license, contract, property rights or agreement to which the Grantor Debtor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any the right, title or interest of the Grantor Debtor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract property rights or agreement (other than to the extent that any such term of such lease, license, contract, property rights or agreement would otherwise be rendered ineffective 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 including, without limitation, the Code and the Bankruptcy Code) Code or principles of equity) (collectively, the “Excluded Collateral”); provided, provided however however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied andremedied, and to the extent severable, shall attached attach immediately to any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in clauses (i) or (ii) above (and all of the Debtor’s rights, title and interest in such lease, license, contract, property rights or agreements, or portion thereof, shall automatically be included in and considered as Collateral).

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any Leaselease, license, contract, Intellectual Property, property rights or agreement to which the any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the 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 condition causing such abandonment, invalidation or unenforceability shall be remedied and, and to the extent severable, shall attached attach immediately to any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii)) above.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to any Leaselease, license, contract, property rights or agreement to which the Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (ia) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein or (iib) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the 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 such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, and to the extent severable, shall attached attach immediately to any portion of such Lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (ia) or (ii)b) above.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 5(a) hereof attach to to: any Leaselease, license, contract, property rights or agreement to which the Grantor Company is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor Company therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract contract, property rights right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (as defined herein) (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 condition causing such abandonment, invalidation or unenforceability shall be remedied and, and to the extent severable, shall attached attach immediately to any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii)) above.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to (a) any Leaselease, license, contract, property rights or agreement to which the any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the 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 however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, and to the extent severable, shall attached attach immediately to any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in clause (i) or (ii)) above; or (b) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote. SECTION 3.

Certain Limited Exclusions. E. . Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 3.B or 3.C hereof attach to any Leaselease, license, contract, property rights or agreement to which the Grantor Obligor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the 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 such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attached immediately to any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii).

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any Leaselease, license, contract, Intellectual Property, property rights or agreement to which the any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the 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 and, and to the extent severable, shall attached attach immediately to any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii)) above.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to (a) any Leaselease, license, contract, property rights or agreement to which the any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the 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 however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, and to the extent severable, shall attached attach immediately to any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in clause (i) or (ii)) above; or (b) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote.

Certain Limited Exclusions. Notwithstanding anything herein to Section 7.1, the contrary, Collateral shall not include (A) any Equity Interest in no event shall the security interest granted under Section 2.1 hereof attach to any Lease, Subsidiary or debt of any Subsidiary and (B) any license, contract, property rights or agreement to which the Grantor an Obligor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall a Lien therein under Section 7.1 would constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor such Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such Lease license, contract contract, property rights or agreement (other than to the extent that any such term would be is rendered ineffective 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 such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, and to the extent severable, Collateral shall attached include immediately to and automatically any portion of such Leaselease, license, contract, property rights or agreement that does not result in any of the consequences specified in clauses (i) or (ii)) above.