Common use of Excluded Collateral Clause in Contracts

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

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

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

Excluded Collateral. Notwithstanding the broad grant of foregoing, the security interest set forth in granted under Section 3.1, above, 2.1 shall not attach to and the Collateral term “Collateral” shall not include (a) nonassignable licenses any Lease, license, permit, concession, authorization, Material Contract, property rights or contracts, agreement to which by their terms require the consent each Grantor is a party or any of the licensor thereof Grantor’s rights or another party interests thereunder if the grant of such security interest shall constitute or result in (but only to i) the extent such prohibition on transfer is enforceable under applicable lawabandonment, includinginvalidation or unenforceability of any material right, without limitation, Sections 9406, 9407 and 9408 title or interest of the UCCany Grantor therein or (ii) or Pledged Collateral consisting of Equity Interests, if a termination pursuant to the terms of, or a default which would give rise to a right to terminate under, any such Lease, license, permit, concession, authorization, Material 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 Equity Documents, a pledge law (including the Bankruptcy Code) or principles of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included in the Collateralequity), (b) applications filed in the U.S. Patent and Trademark Office (the “USPTO”) to register trademarks or service marks on the basis of any property which is Grantor’s “intent to use” such marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject to a capital lease, purchase money the Lien or similar equipment financing permitted under this Agreement, but only to the extent granted herein and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage sixty-five percent (65%) of the issued and outstanding Equity Interests of such Restricted Foreign Subsidiary entitled to vote (representing not greater than sixty-five percent (65%) of the total combined voting power of all classes of Equity Interests entitled to vote) (within the meaning of Treas. Reg. Section 1.956-2(c)(2) or any successor or similar statute), (d) Equity Interests in Excluded Joint Ventures, (e) any assets subject to a Capital Lease Obligation or purchase money security interest to the extent that may be pledged without causing contract governing such adverse tax consequencestransactions prohibits the granting of a lien in such assets and (f) an amount equal to $55,362,740 held in account number 134757548 at JPMorgan Chase Bank until December 31, 2006.

Excluded Collateral. Notwithstanding anything herein to the broad grant of contrary, in no event shall the Collateral include, or the security interest set forth in Section 3.12.9(a) attach to, above, the Collateral shall not include (a1) nonassignable licenses or contracts, which by their terms require the consent motor vehicles and other assets subject to certifications of the licensor thereof or another party (but only title to the extent the fair market value of all such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included assets do not exceed $1,000,000 in the Collateralaggregate, (b) any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this Agreement, but only in each case other than to the extent and for as long as a Lien in favor of Agent would thereon can be prohibited perfected by the terms filing of the related equipment a financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateralstatement under UCC, (c2) any trademark application filed on an “intent-to-use” basis until trademarks or applications therefor for which a statement of use has not been filed and accepted with the earlier U.S. Patent and Trademark Office, (3) Excluded Accounts, (4) to the extent not covered by items 1 through 3 above, any lease, license, contract, property rights or agreement to which a Credit Party is a party or any Credit Party’s rights or interests thereunder, if and for so long as, the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of a Credit Party therein or (B) 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) (collectively, “Excluded Collateral”); provided, 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 to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (A) or (B) above; (5) letter of credit rights to the extent a Lien thereon cannot be perfected by the filing of a statement of use with respect thereto UCC financing statement, (6) any asset for so long as a pledge thereof or the issuance of a registration thereforsecurity interest therein is prohibited by any applicable law, and (d7) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all more than 65% of the issued and outstanding Equity Interests voting equity interests of a Restricted Foreign Subsidiary any Excluded Subsidiary; provided, further that the proceeds of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the any Excluded Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequencesconstitute Collateral.

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

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

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

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

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

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the UCC Collateral shall not include (a) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral, and (b) nonassignable licenses or contracts, including, without limitation, any licenses described in clause (ii) of the defined term “Permitted Transfers”, which by their terms require the consent of the licensor thereof or another party (but only to the extent (i) such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 94069-406, 9407 9-407 and 9408 9-408 of the UCCUCC and (ii) no consent or Pledged Collateral consisting of Equity Interests, if pursuant waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the terms of prohibition or restriction on the applicable Equity Documents, a pledge of such Equity Interests would be prohibited lease, license or void agreement), (c) any lease, license or would require other agreement and any property subject thereto on the consent Closing Date or on the date of or waiver by the applicable Platform Company, provided further, that upon the lapse acquisition of such prohibition or such consent or waiver being provided with respect property (other than any property acquired by Borrower subject to any license such contract or contractother agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) to the extent that a grant of a security interest therein to secure the Secured Obligations would violate or invalidate such lease, such license, contract or Equity Interests agreement or create a right of termination in favor of any other party thereto (other than the Borrower or any Subsidiary) (but (A) only to the extent such prohibition is enforceable under applicable law, rule or regulation, and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Article 9 of the UCC), (d) any cash collateral deposit subject to a Permitted Lien hereunder, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or otherwise constitute a default thereunder or create a right of termination of any other party thereto (other than Borrower or a Subsidiary), provided that upon the termination and release of such collateral, such property shall automatically be included in the Collateral, (be) any property Excluded Account and (f) assets as to which is subject to a capital lease, purchase money Lien the costs of obtaining or similar equipment financing permitted under this Agreement, but only perfecting such security interest are excessive in relation to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms value of the related equipment financing agreement or would result security to be afforded thereby as determined by Agent in a termination thereofits sole discretion. 3.3 Company, COMPASS Pathfinder Holdings and provided furtherCOMPASS Pathfinder Limited have entered into the English Security Documents pursuant to which they have granted security interests on, that upon to and under the termination of collateral described therein (such prohibitioncollateral, such property shall automatically be deemed included in with the UCC Collateral, (c) any trademark application filed on an collectively, the “intent-to-use” basis until the earlier of the filing of a statement of use with Collateral”). With respect thereto or the issuance of a registration thereforto Company, COMPASS Pathfinder Holdings and (d) Excluded Accounts. In additionCOMPASS Pathfinder Limited, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary conflict between Section 3.1 of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequences.this

Excluded Collateral. (a) Notwithstanding anything to the broad grant of the security interest contrary set forth in Section 3.1, 5.1 above, the types or items of Collateral described in such Section shall not include (a) nonassignable licenses any rights or contractsinterests in any contract, which by their lease, permit, license, charter or license agreement covering real or personal property, as such, if under the terms require of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the licensor thereof other party to such contract, lease, permit, license, charter or another party license agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived; provided, that, the foregoing exclusion shall in no way be construed (but only a) to apply if any such prohibition is unenforceable under Sections 9-406, 9-407, and 9-408 of the UCC or other applicable law or (b) so as to limit, impair or otherwise affect Lender’s unconditional continuing security interests in and liens upon any rights or interests of any Borrower in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Receivables). (b) Notwithstanding anything to the extent contrary set forth in Section 5.1 above, the types or items of Collateral described in such prohibition on transfer is enforceable under applicable law, Section shall not include any of the real and personal property (including, without limitation, Sections 9406the “Improvements” and “Equipment”) and fixtures of Wachovia Development Corporation, 9407 and 9408 whether now owned or hereafter acquired upon which a lien is purported to be created by one or more of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to “Mortgage Instruments” and/or the “Security Agreement.” The quoted terms of used in this Section shall have the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included meanings set forth in the Collateral, (b) any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this Agreement, but only to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequencesSynthetic Lease Facility Agreements.