Common use of Excluded Property Clause in Contracts

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14 and 3.2.1, the payment and performance of the Credit Obligations shall not be secured by: (1) any contract, license, permit, lease or franchise that validly prohibits the creation by such Obligor of a security interest in such contract, license, permit, lease or franchise (or in any rights or property obtained by such Obligor under such contract, license, permit, lease or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (2) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (3) any lease of real or personal property to the extent that the creation of a security interest or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code); or (5) the property described on EXHIBIT 3.1.15

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14 and 3.2.1Section 2.1, the payment ----------------- ----------- and performance of the Credit Obligations shall not be secured by: (1a) any contract, license, permit, lease permit or franchise that validly unconditionally and validly, to the extent permitted by applicable law and otherwise not prohibited by the Loan Documents, prohibits the creation by such Obligor Debtor of a security interest Lien in such contract, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor Debtor under such contract, license, permit, lease permit or franchise); PROVIDEDprovided, HOWEVERhowever, that that, notwithstanding the -------- ------- provisions of this Section 3.1.15 shall not prohibit 2.2, the security interests Liens created by or arising pursuant ----------- to this Agreement from extending shall, in any case, extend to the proceeds Proceeds and/or products of such contract, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles General Intangibles of the Obligors Debtor relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property unconditionally prohibits the creation of a security interest Lien therein; PROVIDEDprovided, HOWEVER-------- however, that that, notwithstanding the provisions of this Section 3.1.15 shall not prohibit 2.2, the security interests ------- ----------- Liens created by or arising pursuant to this Agreement from extending shall, in any case, extend to the proceeds Proceeds and/or products of such rights or property or to the monetary value of the good will and other general intangibles General Intangibles of the Obligors Debtor relating thereto; (3) any lease of real or personal property to the extent that the creation of a security interest or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4c) more than 6665% of the outstanding voting stock or other voting equity in Capital Stock of any direct Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code)Subsidiary; or (5d) the property described Installment Note. In addition, in the event Debtor disposes of assets of third parties in a transaction permitted by Section 11.8 of the Credit Agreement, such assets shall ------------ be released from any Lien on EXHIBIT 3.1.15such assets arising pursuant to this Agreement; provided, however, that the Liens arising pursuant to this Agreement shall, in -------- ------- any case, extend to the Proceeds and/or products of any such assets.

Excluded Property. (a) Notwithstanding anything to the contrary contained in the definition of Collateral, Sections 3.1.1 through 3.1.14 3.1 and 3.2.13.2 or any other provisions of this Agreement or any Mortgage, the payment and performance neither this Agreement nor any Mortgage shall constitute a grant of the Credit Obligations shall not be secured bya security interest in: (1) any property to the extent that, and for so long as, such grant of a security interest: (A) is prohibited by any Requirements of Law of a Governmental Authority, (B) requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (C) is prohibited by, or constitutes a breach or default under or results in the termination of, or requires any consent not obtained under, any permit, contract, license, permitagreement, lease instrument or franchise other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that validly prohibits such Requirement of Law or the creation by such Obligor of a security interest term in such contract, license, permitagreement, lease instrument or franchise (other document or in any rights shareholder or property obtained by similar agreement providing for such Obligor prohibition, breach, default or termination or requiring such consent is ineffective under such contract, license, permit, lease or franchise)applicable law; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto;and (2) any rights or property securing Indebtedness incurred after the date hereof under Section 3.2(b)(6) of the Indenture with a Lien in reliance on clause (10) of the definition of Permitted Liens contained in the Indenture, but solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of any Grantor; provided that any valid only such property whose price of acquisition, construction or improvement is financed by means of the Indebtedness described in this clause (2) shall be excluded from the Collateral pursuant to this clause (2), and enforceable law or regulation applicable to such rights or property prohibits the creation of a no security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by on any property granted pursuant to this Agreement from extending or any Mortgage and existing prior to the proceeds incurrence of such rights or property or Indebtedness shall be released from the Collateral pursuant to the monetary value of the good will and other general intangibles of the Obligors relating thereto; this clause (3) any lease of real or personal property to the extent that the creation of a security interest or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code2); or (5) the property described on EXHIBIT 3.1.15.

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14 and 3.2.13.1.14, the payment and performance of the Credit Obligations shall not be secured by: (1a) any contract, license, permit, lease permit or franchise that validly prohibits the creation by such Obligor of a security interest in such contract, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor under such contract, license, permit, lease permit or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (3c) any lease of real rights or personal property to the extent that such rights or property secure purchase money financing therefor permitted by the Exchange Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or lien would result in a breach property or default by such Obligor under such lease or which would result in a change in control or other matter requiring to the consent monetary value of the good will and other party to such leasegeneral intangibles of the Obligors relating thereto; (4d) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code); (e) Margin Stock unless the applicable requirements of Regulations T, U and X of the Board of Governors of the Federal Reserve System have been satisfied; or (5f) the property items described on EXHIBIT 3.1.15in Section 3.2 (but only in the event and to the extent the Agent has not specified that such items be included in the Credit Security pursuant thereto). In addition, in the event any Obligor disposes of assets to third parties in a transaction permitted by section 4.3 of the Exchange Agreement, such assets, but not the proceeds or products thereof, shall be released from the Lien of the Credit Security.

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14 and 3.2.13.1.14, the payment and performance of the Credit Obligations shall not be secured by: (1a) any contract, license, permit, lease permit or franchise that validly prohibits the creation by such Obligor of a security interest in such contract, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor under such contract, license, permit, lease permit or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (3c) any lease of real rights or personal property to the extent that such rights or property secure purchase money financing therefor permitted by the Exchange Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or lien would result in a breach property or default by such Obligor under such lease or which would result in a change in control or other matter requiring to the consent monetary value of the good will and other party to such leasegeneral intangibles of the Obligors relating thereto; (4d) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code); or (5e) Margin Stock unless the applicable requirements of Regulations T, U and X of the Board of Governors of the Federal Reserve System have been satisfied; or (f) the property items described on EXHIBIT 3.1.15in Section 3.2 (but only in the event and to the extent the Agent has not specified that such items be included in the Credit Security pursuant thereto). In addition, in the event any Obligor disposes of assets to third parties in a transaction permitted by section 4.3 of the Exchange Agreement, such assets, but not the proceeds or products thereof, shall be released from the Lien of the Credit Security.

Excluded Property. Notwithstanding Sections 3.1.1 2.1.1 through 3.1.14 and 3.2.12.1.17, the payment and performance of the Credit Secured Obligations shall not be secured by: (1a) any contract, lease, license, permit, lease permit or franchise that validly prohibits the creation by such Obligor Pledgor of a security interest in such contract, lease, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor Pledgor under such contract, lease, license, permit, lease permit or franchise); PROVIDEDprovided, HOWEVERhowever, that the provisions of this Section 3.1.15 2.1.18 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, lease, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors Pledgors relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDEDprovided, HOWEVERhowever, that the provisions of this Section 3.1.15 2.1.18 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors Pledgors relating thereto; (3i) any lease of real rights or personal property to the extent that such rights or property secure purchase money financing therefor (including Capital Leases) permitted by the Indenture and the agreements providing such purchase money financing prohibit the creation of a further security interest therein or lien would result (ii) items of personal property hereafter acquired by the Pledgors in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent accordance with section 4.12 of the Indenture for so long as such items of personal property are subject to any Capitalized Lease Obligation, Lien or security interest; provided, however, that upon release of any purchase money security interest affecting such right or property or any Capitalized Lease Obligation, Lien or security interest affecting any such item of personal property, such right, property, or item of personal property shall constitute Pledged Collateral hereunder; provided further, however, that the provisions of this Section 2.1.18 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or items of personal property or to the monetary value of the good will and other party to such leasegeneral intangibles of the Pledgors relating thereto; (4d) more than 6665% of the outstanding voting stock or other voting equity in any Foreign Subsidiary of the Company that is organized under the laws of, and conducts its business primarily in a jurisdiction outside of, the United States of America and that is not domesticated or dually incorporated under the laws of the United States of America or any state thereof to the extent that the pledge of voting stock or other voting equity above such amount would result in (i) a repatriation of a material amount of foreign earnings under the Internal Revenue Code (including the "“deemed dividend" ” provisions of section 956 of the Internal Revenue Code); or) or (ii) a violation by Doe Run Peru or any of its Subsidiaries of the Peruvian Revolving Credit Facility or any replacement thereof; (5e) any rights or property to the extent that such rights or property described secure, as of the date hereof, the payment and performance of the Indebtedness of the Company and its Subsidiaries in respect of the Existing Senior Secured Bonds outstanding on EXHIBIT 3.1.15the date hereof immediately after giving effect to the consummation of the Tender Offer and the Exchange Offer; provided, however, that the provisions of this Section 2.1.18 shall not prohibit the security interests created by this Agreement from extending to such rights or property after all such Existing Senior Secured Bonds have been (i) purchased, redeemed or defeased by the Company or any of its Affiliates or (ii) otherwise paid in full and discharged;

Excluded Property. Notwithstanding Sections 3.1.1 2.1.1 through 3.1.14 and 3.2.12.1.14, the payment and performance of the Credit Obligations shall not be secured by: (1a) any contract, license, permit, lease permit or franchise that validly prohibits the creation by such Obligor the Borrower of a security interest in such contract, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor the Borrower under such contract, license, permit, lease permit or franchise); PROVIDEDprovided, HOWEVERhowever, that the provisions of this Section 3.1.15 2.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors Borrower relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDEDprovided, HOWEVERhowever, that the provisions of this Section 3.1.15 2.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors Borrower relating thereto; (3c) any lease of real rights or personal property to the extent that such rights or property secure purchase money financing therefor permitted by the Credit Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; provided, however, that the provisions of this Section 2.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or lien would result in a breach property or default by such Obligor under such lease or which would result in a change in control or other matter requiring to the consent monetary value of the good will and other party to such leasegeneral intangibles of the Borrower relating thereto; (4d) more than 66% Margin Stock unless the applicable requirements of Regulations T, U and X of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge Board of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 Governors of the Code)Federal Reserve System have been satisfied; or (5e) the property items described on EXHIBIT 3.1.15in Section 2.2 (but only in the event and to the extent the Lender has not specified that such items be included in the Credit Security pursuant thereto). In addition, in the event the Borrower disposes of assets to third parties in a transaction permitted by Section 6.10 of the Credit Agreement, such assets, but not the proceeds or products thereof, shall be released from the Lien of the Credit Security.

Excluded Property. Notwithstanding Sections 3.1.1 2.1.1 through 3.1.14 and 3.2.12.1.15, the payment and performance of the Credit Obligations shall not be secured by: (1a) any contract, license, permit, lease permit or franchise that validly prohibits the creation by such Obligor of a security interest in such contract, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor under such contract, license, permit, lease permit or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 2.1.16 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 2.1.16 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (3) any lease of real or personal property to the extent that the creation of a security interest or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4c) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code); or (5d) the property items described on EXHIBIT 3.1.15in Section 2.2 (but only in the event and to the extent the Agent has not specified that such items be included in the Credit Security pursuant thereto). In addition, in the event any Obligor disposes of assets to third parties in a transaction permitted by section 6.12 of the Credit Agreement, such assets, but not the proceeds or products thereof, shall be released from the Lien of the Credit Security.

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14 and 3.2.1SECTION 2, the payment and performance of the Credit Secured Obligations shall not be secured byby and the Collateral shall not include: (1a) any contract, license, permit, lease permit or franchise that validly prohibits the creation by such Obligor Grantor of a security interest in such contract, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor Grantor under such contract, license, permit, lease permit or franchise) (but excluding any rights or property acquired in connection with any Restrictive Agreement); PROVIDEDbut only to the extent such prohibition is valid following application of Sections 9-408 and 9-409 of the UCC; and, HOWEVER, provided further that the provisions of this Section 3.1.15 SECTION 3 shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such contract, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors Grantors relating thereto;; or (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein, but only to the extent such prohibition is valid following application of Sections 9-408 and 9-409 of the UCC; PROVIDEDand, HOWEVER, provided further that the provisions of this Section 3.1.15 SECTION 3 shall not prohibit the security interests created by this Security Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors Grantors relating thereto; (3) . In addition, in the event any lease Grantor disposes of real or personal property assets to the extent that the creation of a security interest or lien would result third parties in a breach or default transaction permitted by such Obligor under such lease or which would result in a change in control or other matter requiring the consent SECTION 7.05 of the other party to Credit Agreement, such lease; (4) more than 66% assets, but not the proceeds or products thereof, shall be released from the Lien of the outstanding voting stock or other voting equity in any Foreign Subsidiary Administrative Agent and the Administrative Agent shall promptly execute such instruments as are reasonably necessary to so release the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code); or (5) the property described on EXHIBIT 3.1.15Lien.

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14 and 3.2.13.1.16, the payment and performance of the Credit Obligations shall not be secured by: (1a) any contract, lease, license, permit, lease permit or franchise that validly prohibits the creation by such Obligor Pledgor of a security interest in such contract, lease, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor Pledgor under such contract, lease, license, permit, lease permit or franchise); PROVIDEDprovided, HOWEVERhowever, that the provisions of this Section 3.1.15 3.1.17 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, lease, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors Pledgors relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDEDprovided, HOWEVERhowever, that the provisions of this Section 3.1.15 3.1.17 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors Pledgors relating thereto; (3c) any lease of real rights or personal property to the extent that such rights or property secure purchase money financing therefor (including Capitalized Leases) permitted by the Credit Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein; provided, however, that the provisions of this Section 3.1.17 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or lien would result in a breach property or default by such Obligor under such lease or which would result in a change in control or other matter requiring to the consent monetary value of the good will and other party to such leasegeneral intangibles of the Pledgors relating thereto; (4d) more than 6665% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in (i) a repatriation of a material amount of foreign earnings under the Code (including the "“deemed dividend" ” provisions of section 956 of the Code)) or (ii) a violation by Doe Run Peru or any of its Subsidiaries of the BCP Credit Agreement as in effect on the date hereof; (e) any rights or property to the extent that such rights or property secure, as of the date hereof, the payment and performance of the Indebtedness of the Company and its Subsidiaries in respect of the Existing Senior Secured Bonds outstanding on the date hereof immediately after giving effect to the consummation of the Tender Offer and the Exchange Offer; provided, however, that the provisions of this Section 3.1.17 shall not prohibit the security interests created by this Agreement from extending to such rights or property after all such Existing Senior Secured Bonds have been (i) purchased, redeemed or defeased by the Company or any of its Affiliates or (ii) otherwise paid in full and discharged; or (5f) Margin Stock unless the property described on EXHIBIT 3.1.15applicable requirements of Regulations T, U and X of the Board of Governors of the Federal Reserve System have been satisfied. In addition: (A) if any Pledgor distributes any asset to a third party as a Distribution permitted by section 6.9 of the Credit Agreement, then such asset shall be released from the Lien of the Credit Security; and (B) if any Pledgor disposes of any asset to any third party in a transaction permitted by section 6.10 of the Credit Agreement, then such asset, but not the proceeds or products thereof, shall be released from the Lien of the Credit Security.

Excluded Property. Notwithstanding Sections 3.1.1 through 3.1.14 and 3.2.1Section 2.1, the payment ----------------- ----------- and performance of the Credit Obligations shall not be secured by: (1a) any contract, license, permit, lease permit or franchise that validly unconditionally and validly, to the extent permitted by applicable law and otherwise not prohibited by the Loan Documents, prohibits the creation by such Obligor Debtor of a security interest Lien in such contract, license, permit, lease permit or franchise (or in any rights or property obtained by such Obligor Debtor under such contract, license, permit, lease permit or franchise); PROVIDEDprovided, HOWEVERhowever, that that, notwithstanding the -------- ------- provisions of this Section 3.1.15 shall not prohibit 2.2, the security interests Liens created by or arising pursuant ----------- to this Agreement from extending shall, in any case, extend to the proceeds Proceeds and/or products of such contract, license, permit, lease permit or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles General Intangibles of the Obligors Debtor relating thereto; (2b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property unconditionally prohibits the creation of a security interest Lien therein; PROVIDEDprovided, HOWEVER-------- however, that that, notwithstanding the provisions of this Section 3.1.15 shall not prohibit 2.2, the security interests ------- ----------- Liens created by or arising pursuant to this Agreement from extending shall, in any case, extend to the proceeds Proceeds and/or products of such rights or property or to the monetary value of the good will and other general intangibles General Intangibles of the Obligors Debtor relating thereto; (3) any lease of real or personal property to the extent that the creation of a security interest or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" provisions of section 956 of the Code); or (5c) more than 65% of the property described Capital Stock of any direct Foreign Subsidiary. In addition, in the event Debtor disposes of assets of third parties in a transaction permitted by Section 11.8 of the Credit Agreement, such assets shall ------------ be released from any Lien on EXHIBIT 3.1.15such assets arising pursuant to this Agreement; provided, however, that the Liens arising pursuant to this Agreement shall, in -------- ------- any case, extend to the Proceeds and/or products of any such assets.

Excluded Property. Notwithstanding Sections 3.1.1 2.1.1 through 3.1.14 2.1.4 and 3.2.12.2.1, the payment and performance of the Credit Obligations shall not be secured by: (1) any contract, license, permit, lease or franchise that validly prohibits the creation by such Obligor of a security interest in such contract, license, permit, lease or franchise (or in any rights or property obtained by such Obligor under such contract, license, permit, lease or franchise); PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 2.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, license, permit, lease or franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (2) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein; PROVIDED, HOWEVER, that the provisions of this Section 3.1.15 2.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such rights or property or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (3) any lease of real or personal property to the extent that the creation of a security interest or lien would result in a breach or default by such Obligor under such lease or which would result in a change in control or other matter requiring the consent of the other party to such lease; (4) more than 66% of the outstanding voting stock or other voting equity in any Foreign Subsidiary to the extent that the pledge of or voting stock or other voting equity above such amount would result in a repatriation of a material amount of foreign earnings under the Code (including the "deemed dividend" ") provisions of section 956 of the Code); or (5) the property described on EXHIBIT 3.1.152.1.15(5) and in Section 2.2 (but, with respect to such property described in Section 2.2, only in the event and to the extent the Lender has not specified that such items be included in the Credit Security pursuant thereto).