Common use of Excluded Property Clause in Contracts

Excluded Property. Notwithstanding any other provision of this Agreement, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or under, (i) any lease, license (including any Communications License or ownership or control thereof), contract or agreement to which such Grantor is a party or any property subject to a permitted purchase money security interest to which such Grantor is a party and any of its rights or interest thereunder, to the extent, but only to the extent, that such a grant would, under the terms of such lease, license (including any Communications License or ownership or control thereof), contract, agreement or purchase money arrangement, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to such Grantor or (y) the terms or a condition of, or constitute a default or forfeiture under, or create a right of termination in favor of or require a consent of any other party to, such lease, capital lease, license (including any Communications License or ownership or control thereof), contract, permit, Instrument, Security or franchise or purchase money arrangement (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such contractual or legal provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (ii) any of the outstanding Equity Interests issued by a Foreign Subsidiary or CFC Holding Company other than up to 65% of the outstanding Equity Interests of a first-tier Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person to the extent that, and for so long as (x) such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Subsidiaries or Affiliates of the Borrower and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issuing Person’s organizational or joint venture documents (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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), (iv) any motor vehicles and other assets subject to certificates of title, Letter of Credit Rights to the extent not constituting Supporting Obligations and Commercial Tort Claims with a claim value of less than $2,500,000 individually, (v) any “intent-to-use” trademark applications for which a statement of use or an amendment to allege use has not been filed (but only until such statement or amendment is filed), and solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of, or void, any registration that issues from such intent-to-use application under applicable federal law, (vi) (w) Excluded Deposit Accounts, (x) any leasehold real property, (y) any fee-owned real property having an individual fair market value not exceeding $2,500,000 (as reasonably determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third- party valuation) and (z) any real property located outside of the United States; (vii) those assets as to which the Borrower reasonably determines in good faith that the cost of obtaining a security interest in or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, which determination shall be communicated in writing to the Collateral Agent by the Borrower, and those assets with respect to which the granting of security interests in such assets would be prohibited by applicable law or regulation (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided that notwithstanding the provisions set forth in clauses (i) through (viii) above, Excluded Property shall not include (and Collateral shall include) (A) any proceeds (as defined in the UCC) of any such assets referred to in clauses (i) through (viii) above except to the extent such proceeds constitute Excluded Property; (B) any asset or property that the Borrower or any Subsidiary Grantor has granted a Lien on or security interest in to secure any other First Priority Obligations; and (C) to the extent permitted by applicable law, and subject to the provisions of Section 18 hereof, any revenues, proceeds, products or receivables derived from business conducted pursuant to any such lease, license (or ownership or control thereof), contract or agreement referred to in clause (i) or (viii) above, the economic value of the Communications Licenses, including the proceeds derived from the sale of any Communications License or the transfer or assignment of ownership or control thereof (all such property excluded from Collateral pursuant to the foregoing clauses (i) through (viii), the “Excluded Property”).

Excluded Property. Notwithstanding any other provision of this Agreement, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or under, (i) any lease, license (including any Communications License or ownership or control thereof), contract or agreement to which such Grantor is a party or any property subject to a permitted purchase money security interest to which such Grantor is a party and any of its rights or interest thereunder, to the extent, but only to the extent, that such a grant would, under the terms of such lease, license (including any Communications License or ownership or control thereof), contract, agreement or purchase money arrangement, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to such Grantor or (y) the terms or a condition of, or constitute a default or forfeiture under, or create a right of termination in favor of or require a consent of any other party to, such lease, capital lease, license (including any Communications License or ownership or control thereof), contract, permit, Instrument, Security or franchise or purchase money arrangement (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such contractual or legal provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (ii) any of the outstanding Equity Interests issued by a Foreign Subsidiary or CFC Holding Company other than up to 65% of the outstanding Equity Interests of a first-tier Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person to the extent that, and for so long as (x) such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Subsidiaries or Affiliates of the Borrower Issuer and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issuing Person’s organizational or joint venture documents (other than, in each case, to the extent that any such law, rule, regulation, term or condition would be rendered ineffective pursuant to Sections 9-406, 9- 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), (iv) any motor vehicles and other assets subject to certificates of title, Letter of Credit Rights to the extent not constituting Supporting Obligations and Commercial Tort Claims with a claim value of less than $2,500,000 individually, (v) any “intent-to-use” trademark applications for which a statement of use or an amendment to allege use has not been filed (but only until such statement or amendment is filed), and solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of, or void, any registration that issues from such intent-to-use application under applicable federal law, (vi) (w) Excluded Deposit Accounts, (x) any leasehold real property, (y) any fee-owned real property having an individual fair market value not exceeding $2,500,000 (as reasonably determined by the Borrower Issuer in good faith and without requirement of delivery of an appraisal or other third- third-party valuation) and (z) any real property located outside of the United States; (vii) those assets as to which the Borrower Issuer reasonably determines in good faith that the cost of obtaining a security interest in or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, which determination shall be communicated in writing to the Collateral Agent by the BorrowerIssuer, and (viii) those assets with respect to which the granting of security interests in such assets would be prohibited by applicable law or regulation (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided that notwithstanding the provisions set forth in clauses (i) through (viii) above, Excluded Property shall not include (and Collateral shall include) (A) any proceeds (as defined in the UCC) of any such assets referred to in clauses (i) through (viii) above except to the extent such proceeds constitute Excluded Property; (B) any asset or property that the Borrower Issuer or any Subsidiary Grantor has granted a Lien on or security interest in to secure any other First Priority Obligations; and (C) to the extent permitted by applicable law, and subject to the provisions of Section 18 hereof, any revenues, proceeds, products or receivables derived from business conducted pursuant to any such lease, license (or ownership or control thereof), contract or agreement referred to in clause (i) or (viii) above, the economic value of the Communications Licenses, including the proceeds derived from the sale of any Communications License or the transfer or assignment of ownership or control thereof (all such property excluded from Collateral pursuant to the foregoing clauses (i) through (viii), the “Excluded Property”).

Excluded Property. Notwithstanding any other provision of this Agreementanything in Section 2.01 hereof to the contrary, in no event the term Collateral shall not include (hereinafter, collectively, the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or under, "Excluded Property"): (ia) any lease, license (including any Communications License equipment or ownership or control thereof), contract or agreement to which such Grantor goods that is a party or any property subject to a permitted "purchase money security interest" to the extent that such purchase money security interest (i) constitutes a Permitted Lien under the Credit Agreement and (ii) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (b) any Equity Interest in any Foreign Subsidiary that is not a first-tier Subsidiary of the Borrower or any other Grantor; (c) any Equity Interest in a Foreign Subsidiary to the extent the same represents, for all Grantors in the aggregate, more than 65% of the total combined voting power of all classes of capital stock or similar equity interests of such Foreign Subsidiary which are entitled to vote; (d) upon the written consent of the Administrative Agent, any Equity Interests in any entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, if the terms of the Organizational Documents of such entity do not permit the grant of a security interest in such Equity Interests by the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is a party and required under such Organizational Documents; (e) any of its rights or interest thereunderof any Grantor in any permit, license, Contract, franchise, charter, authorization, or lease or other agreement to the extent, but extent that (and in each case only to the extent, that for so long as) such grant of a grant would, security interest is prohibited by any applicable law with respect thereto or is prohibited under the terms of such leasepermit, license license, Contract, franchise, charter, authorization, or lease or other agreement, and such prohibition or restriction has not been waived or the consent of the other party (including any Communications License or ownership or control thereof), contract, agreement or purchase money arrangement, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to other than such Grantor or any other Credit Party) to such permit, license, Contract or lease has not been obtained, (yf) any Property owned by a Grantor on the date hereof or hereafter acquired that is subject to a Lien that is a Permitted Lien securing a purchase money or capital or finance lease obligation if (and in each case only for so long as) the terms Contract or a condition ofother agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or constitute a default capital or forfeiture under, or create a right of termination in favor of or require a consent finance lease obligation) prohibits the creation of any other party toLien on such Property, such lease(g) Excluded Accounts, capital lease(h) any interests in Real Property, license provided that the foregoing exclusions shall not limit the Guarantors' obligations with respect to Landlord's Agreements under Section 6.10(e) of the Credit Agreement, (including i) margin stock, (j) any Communications License right or ownership or control thereof), contract, permit, Instrument, Security or franchise or purchase money arrangement (other than, any interest of any Grantor in each case, any asset if and to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such contractual or legal provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest inreasonably would be expected to result in material adverse tax consequences to any Credit Party (or its Subsidiaries), all such rights and interests as if such provision had never been in effectreasonably determined by the Borrower, (iik) motor vehicles, airplanes and any of the outstanding Equity Interests issued by a Foreign Subsidiary or CFC Holding Company other than up to 65% of the outstanding Equity Interests of a first-tier Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person to the extent that, and for so long as (x) such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Subsidiaries or Affiliates of the Borrower and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issuing Person’s organizational or joint venture documents (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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), (iv) any motor vehicles and other assets subject to certificates of title, Letter of Credit Rights title to the extent a lien therein cannot constituting Supporting Obligations and Commercial Tort Claims with be perfected by the filing of a claim value of less than $2,500,000 individuallyUCC-1 financing statement, (vl) any “intent-to-"intent to use” " trademark applications for which prior to the filing of a statement of use or an amendment to allege use has not been filed (but only until such statement or amendment is filed)in respect thereof, and solely (m) any Equity Interest in any Foreign Subsidiary to the extent, if any, that, and solely during the period, if any, in which, extent the grant of a security interest therein would impair in such Equity Interest is prohibited by applicable law. Notwithstanding anything herein to the validity contrary, there shall be no obligation to take any steps with respect to obtaining or enforceability of, or void, any registration that issues from such intent-to-use application under applicable federal law, (vi) (w) Excluded Deposit Accounts, (x) any leasehold real property, (y) any fee-owned real property having an individual fair market value not exceeding $2,500,000 (as reasonably determined by the Borrower perfecting a security interest in good faith and without requirement of delivery of an appraisal or other third- party valuation) and (z) any real property located outside of the United States; (vii) those assets as to which the Administrative Agent and the Borrower reasonably determines in good faith agree that the cost cost, burden or consequences (including materially adverse tax consequences) of obtaining or perfecting a security interest in or perfection thereof therein are excessive in relation to the practical benefit to the Lenders of the security to be afforded thereby, which determination shall be communicated in writing to the Collateral Agent by the Borrower, and those assets with respect to which the granting of security interests in such assets would be prohibited by applicable law or regulation (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided that notwithstanding the provisions set forth in clauses (i) through (viii) above, Excluded Property shall not include (and Collateral shall include) (A) any proceeds (as defined in the UCC) of any such assets referred to in clauses (i) through (viii) above except to the extent such proceeds constitute Excluded Property; (B) any asset or property that the Borrower or any Subsidiary Grantor has granted a Lien on or security interest in to secure any other First Priority Obligations; and (C) to the extent permitted by applicable law, and subject to the provisions of Section 18 hereof, any revenues, proceeds, products or receivables derived from business conducted pursuant to any such lease, license (or ownership or control thereof), contract or agreement referred to in clause (i) or (viii) above, the economic value of the Communications Licenses, including the proceeds derived from the sale of any Communications License or the transfer or assignment of ownership or control thereof (all such property excluded from Collateral pursuant to the foregoing clauses (i) through (viii), the “Excluded Property”).

Excluded Property. Notwithstanding any other provision of this Agreementanything in Section 2.01 hereof to the contrary, in no event the term Collateral shall not include (hereinafter, collectively, the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or under, “Excluded Property”): (ia) any lease, license (including any Communications License equipment or ownership or control thereof), contract or agreement to which such Grantor goods that is a party or any property subject to a permitted “purchase money security interest” to the extent that such purchase money security interest (i) constitutes a Permitted Lien under the Credit Agreement and (ii) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (b) any Equity Interest in any Foreign Subsidiary that is not a first-tier Subsidiary of the Borrower or any other Grantor; (c) any Equity Interest in a Foreign Subsidiary to the extent the same represents, for all Grantors in the aggregate, more than 65% of the total combined voting power of all classes of capital stock or similar equity interests of such Foreign Subsidiary which are entitled to vote; (d) upon the written consent of the Administrative Agent, any Equity Interests in any entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, if the terms of the Organizational Documents of such entity do not permit the grant of a security interest in such Equity Interests by the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is a party and required under such Organizational Documents; (e) any of its rights or interest thereunderof any Grantor in any permit, license, Contract, franchise, charter, authorization, or lease or other agreement to the extent, but extent that (and in each case only to the extent, that for so long as) such grant of a grant would, security interest is prohibited by any applicable law with respect thereto or is prohibited under the terms of such leasepermit, license license, Contract, franchise, charter, authorization, or lease or other agreement, and such prohibition or restriction has not been waived or the consent of the other party (including any Communications License or ownership or control thereof), contract, agreement or purchase money arrangement, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to other than such Grantor or any other Credit Party) to such permit, license, Contract or lease has not been obtained, (yf) any Property owned by a Grantor on the date hereof or hereafter acquired that is subject to a Lien that is a Permitted Lien securing a purchase money or capital or finance lease obligation if (and in each case only for so long as) the terms Contract or a condition ofother agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or constitute a default capital or forfeiture under, or create a right of termination in favor of or require a consent finance lease obligation) prohibits the creation of any other party toLien on such Property, such lease(g) Excluded Accounts, capital lease(h) any interests in Real Property, license provided that the foregoing exclusions shall not limit the Guarantors’ obligations with respect to Landlord’s Agreements under Section 6.10(e) of the Credit Agreement, (including i) margin stock, (j) any Communications License right or ownership or control thereof), contract, permit, Instrument, Security or franchise or purchase money arrangement (other than, any interest of any Grantor in each case, any asset if and to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such contractual or legal provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest inreasonably would be expected to result in material adverse tax consequences to any Credit Party (or its Subsidiaries), all such rights and interests as if such provision had never been in effectreasonably determined by the Borrower, (iik) motor vehicles, airplanes and any of the outstanding Equity Interests issued by a Foreign Subsidiary or CFC Holding Company other than up to 65% of the outstanding Equity Interests of a first-tier Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person to the extent that, and for so long as (x) such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Subsidiaries or Affiliates of the Borrower and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issuing Person’s organizational or joint venture documents (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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), (iv) any motor vehicles and other assets subject to certificates of title, Letter of Credit Rights title to the extent a lien therein cannot constituting Supporting Obligations and Commercial Tort Claims with be perfected by the filing of a claim value of less than $2,500,000 individuallyUCC-1 financing statement, (vl) any “intent-to-intent to use” trademark applications for which prior to the filing of a statement of use or an amendment to allege use has not been filed (but only until such statement or amendment is filed)in respect thereof, and solely (m) any Equity Interest in any Foreign Subsidiary to the extent, if any, that, and solely during the period, if any, in which, extent the grant of a security interest therein would impair in such Equity Interest is prohibited by applicable law. Notwithstanding anything herein to the validity contrary, there shall be no obligation to take any steps with respect to obtaining or enforceability of, or void, any registration that issues from such intent-to-use application under applicable federal law, (vi) (w) Excluded Deposit Accounts, (x) any leasehold real property, (y) any fee-owned real property having an individual fair market value not exceeding $2,500,000 (as reasonably determined by the Borrower perfecting a security interest in good faith and without requirement of delivery of an appraisal or other third- party valuation) and (z) any real property located outside of the United States; (vii) those assets as to which the Administrative Agent and the Borrower reasonably determines in good faith agree that the cost cost, burden or consequences (including materially adverse tax consequences) of obtaining or perfecting a security interest in or perfection thereof therein are excessive in relation to the practical benefit to the Lenders of the security to be afforded thereby, which determination shall be communicated in writing to the Collateral Agent by the Borrower, and those assets with respect to which the granting of security interests in such assets would be prohibited by applicable law or regulation (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided that notwithstanding the provisions set forth in clauses (i) through (viii) above, Excluded Property shall not include (and Collateral shall include) (A) any proceeds (as defined in the UCC) of any such assets referred to in clauses (i) through (viii) above except to the extent such proceeds constitute Excluded Property; (B) any asset or property that the Borrower or any Subsidiary Grantor has granted a Lien on or security interest in to secure any other First Priority Obligations; and (C) to the extent permitted by applicable law, and subject to the provisions of Section 18 hereof, any revenues, proceeds, products or receivables derived from business conducted pursuant to any such lease, license (or ownership or control thereof), contract or agreement referred to in clause (i) or (viii) above, the economic value of the Communications Licenses, including the proceeds derived from the sale of any Communications License or the transfer or assignment of ownership or control thereof (all such property excluded from Collateral pursuant to the foregoing clauses (i) through (viii), the “Excluded Property”).

Excluded Property. Notwithstanding any other provision of this Agreement, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or underany contract, (i) any lease, license (including any Communications License sublease, permit, license, charter or ownership similar agreement covering real, intangible or control thereof)personal property, contract or agreement to which such Grantor is a party or any property subject to a permitted purchase money security interest to which such Grantor is a party and any of its rights or interest thereunderas such, to the extent, but only to the extent, that such a grant would, if under the terms of such contract, lease, license (including any Communications License or ownership or control thereof), contract, agreement or purchase money arrangement, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to such Grantor or (y) the terms or a condition of, or constitute a default or forfeiture under, or create a right of termination in favor of or require a consent of any other party to, such lease, capital lease, license (including any Communications License or ownership or control thereof), contractsublease, permit, Instrumentlicense, Security charter or franchise similar agreement, or purchase money arrangement Applicable Law with respect thereto, the valid grant of a security interest or lien therein to Administrative Agent is prohibited (or would render such contract, lease, sublease, permit, license, charter or similar agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other thanparty to such contract, lease, sublease, permit, license, charter or similar 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 each case, no way be construed (a) to the extent that apply if any such law, rule, regulation, term or condition would be rendered ineffective pursuant to prohibition is unenforceable under Sections 9-406, 9-407, 407 or 9-408 or 9-409 of the UCC or other Applicable Law or (b) so as to limit, impair or otherwise affect Administrative Agent’s unconditional continuing security interests in and liens upon any successor provision rights or provisions) interests of any relevant jurisdiction Loan Party in or any other applicable law (including the Bankruptcy Code) to monies due or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of to become due under any such contractual contract, lease, permit, license, charter or legal provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, similar agreement; (ii) any of the outstanding Equity Interests issued by a of any Foreign Subsidiary or CFC Holding Company other than up to in excess of 65% of the outstanding Equity Interests of a first-tier Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person to the extent that, and for so long as (x) such Equity Interests constitute less than 100% total combined voting power of all classes of Equity Interests of such Person, and Foreign Subsidiary entitled to vote (within the Person or Persons holding the remainder meaning of such Treasury Regulation Section 1.956-2); (iii) Equity Interests are not Subsidiaries or Affiliates of the Borrower and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issuing Person’s organizational or joint venture documents (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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), Unrestricted Subsidiary; (iv) any motor vehicles and other assets subject to certificates of title, Letter of Credit Rights to the extent not constituting Supporting Obligations and Commercial Tort Claims with a claim value of less than $2,500,000 individually, ; (v) any “intent-to-use” trademark applications for which leasehold interest in real Property; (vi) fee owned real estate with a statement of use or an amendment to allege use has not been filed value less than $1,000,000, (but only until such statement or amendment is filed), and solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of, or void, any registration that issues from such vii) intent-to-use application under applicable federal lawtrademark applications prior to the filing of a statement of use except in connection with the transfer of the business to which the ▇▇▇▇ pertains, (vi) (w) Excluded Deposit Accounts, (x) any leasehold real property, (y) any fee-owned real property having an individual fair market value not exceeding $2,500,000 (as reasonably determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third- party valuation) and (z) any real property located outside of the United States; (viiviii) those assets as to which Administrative Agent and the Borrower reasonably determines in good faith Loan Parties agree that the cost costs of obtaining a security interest in or perfection thereof Lien thereon are excessive in relation to the benefit to the Lenders value of the security to be afforded Lien created thereby, which determination shall be communicated in writing to the Collateral Agent by the Borrower, and those assets . Excluded Swap Obligation – with respect to which the granting any Loan Party, any guarantee of security interests in such assets would be prohibited by applicable law or regulation (other thanany Swap Obligations if, in each case, and only to the extent that any such lawand for so long as, rule, regulation, term all or condition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 a portion of the UCC guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any successor provision guarantee thereof) is or provisions) becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any relevant jurisdiction or thereof) by virtue of such Loan Party’s failure for any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such Grantor shall be deemed reason to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided that notwithstanding the provisions set forth in clauses (i) through (viii) above, Excluded Property shall not include (and Collateral shall include) (A) any proceeds (constitute an “eligible contract participant” as defined in the UCC) Commodity Exchange Act at the time the guarantee of any such assets referred Loan Party or the grant of such security interest becomes effective with respect to in clauses (i) through (viii) above except such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the extent portion of such proceeds constitute Excluded Property; (B) any asset or property Swap Obligation that the Borrower or any Subsidiary Grantor has granted a Lien on is attributable to swaps for which such guarantee or security interest in to secure any other First Priority Obligations; and (C) to the extent permitted by applicable law, and subject to the provisions of Section 18 hereof, any revenues, proceeds, products is or receivables derived from business conducted pursuant to any such lease, license (or ownership or control thereof), contract or agreement referred to in clause (i) or (viii) above, the economic value of the Communications Licenses, including the proceeds derived from the sale of any Communications License or the transfer or assignment of ownership or control thereof (all such property excluded from Collateral pursuant to the foregoing clauses (i) through (viii), the “Excluded Property”)becomes illegal.

Excluded Property. Notwithstanding any other provision Sections 3.1.1 through 3.1.14, the payment and performance of this Agreement, in no event the Secured Obligations shall the Collateral include, and no Grantor shall not be deemed to have granted a security interest in, secured by any of such Grantor’s rights the following and all of the following shall not be considered to be Credit Security hereunder or interests to be within any classification contained in the definition of, or underotherwise constitute, Credit Security: (ia) any lease, license contract, license, permit or franchise (including including, without limitation, insurance policies) that validly prohibits (or with respect to any Communications License lease, contract, license, permit or ownership franchise existing on the date hereof, restricts or control thereof), contract or agreement to which requires a third party consent for) the creation by such Grantor is Obligor of a party or any property subject to a permitted purchase money security interest to which such Grantor is a party and any of its rights or interest thereunder, to the extent, but only to the extent, that such a grant would, under the terms of in such lease, license contract, license, permit (including a) 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 Communications License right, title or ownership interest of any Obligor therein or control thereof)(ii) a breach or termination pursuant to the terms of, or default under any such lease, contract, agreement or purchase money arrangementlicense, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to such Grantor or (y) the terms or a condition of, or constitute a default or forfeiture under, or create a right of termination in favor of or require a consent of any other party to, such lease, capital lease, license (including any Communications License or ownership or control thereof), contract, permit, Instrument, Security permit or franchise or purchase money arrangement (other than, in each case, than to the extent that any such law, rule, regulation, term or condition would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided provided, however, that immediately upon the ineffectivenessprovisions of this Section 3.1.15 shall not prohibit the security interests created by this Agreement from extending to the proceeds of such contract, lapse license, permit or termination franchise (or such rights or property) or to the monetary value of the good will and other general intangibles of the Obligors relating thereto; (b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such contractual rights or legal provision property prohibits the Collateral shall include, and such Grantor shall be deemed to have granted creation of a security interest intherein; provided, all 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 interests as if such provision had never been in effect, other general intangibles of the Obligors relating thereto; (iic) any rights or 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 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 outstanding Equity Interests issued by a Foreign Subsidiary or CFC Holding Company good will and other general intangibles of the Obligors relating thereto; (d) more than up to 65% of the outstanding Equity Interests of a first-tier voting stock or other voting equity in any directly owned Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person to the extent that, and for so long as (x) such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Subsidiaries or Affiliates of the Borrower and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issuing Person’s organizational or joint venture documents (other than, in each case, to the extent that any the pledge of voting stock or other voting equity above such law, rule, regulation, term or condition amount would be rendered ineffective pursuant to Sections 9-406, 9- 407, 9-408 or 9-409 result in a repatriation of a material amount of foreign earnings under the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law Code (including the Bankruptcy "deemed dividend" provisions of section 956 of the Code); or (e) or principles of equity), the items described in Section 3.2 (iv) any motor vehicles but only in the event and other assets subject to certificates of title, Letter of Credit Rights to the extent the Collateral Agent has not constituting Supporting Obligations and Commercial Tort Claims with a claim value of less than $2,500,000 individually, specified that such items be included in the Credit Security pursuant thereto); (vf) any “intent-to-use” trademark applications for which a statement shares of use or an amendment to allege use has not been filed (but only until such statement or amendment is filed)capital stock, and solely to the extent, if any, that, and solely during the period, if any, in which, the grant other evidence of a security interest therein would impair the validity or enforceability of, or void, any registration that issues from such intent-to-use application under applicable federal law, (vi) (w) Excluded Deposit Accounts, (x) any leasehold real property, (y) any fee-owned real property having an individual fair market value not exceeding $2,500,000 (as reasonably determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third- party valuation) and (z) any real property located outside of the United States; (vii) those assets as to which the Borrower reasonably determines in good faith that the cost of obtaining a security beneficial interest in or perfection thereof other equity right in Congoleum Corporation; or (g) Accounts from Congoleum relating to rights under insurance policies of Congoleum and indemnification rights under the Congoleum Plan, the Congoleum Plan Trust, the Congoleum Joint Venture Agreement and the Congoleum Plan Note, and (ii) proceeds from such insurance policies and such rights of indemnification that are excessive in relation to the benefit to the Lenders of the security required to be afforded thereby, which determination shall be communicated in writing to the Collateral Agent by the Borrower, and those assets with respect to which the granting of security interests in such assets would be prohibited by applicable law or regulation (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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 that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided that notwithstanding the provisions set forth in clauses (i) through (viii) above, Excluded Property shall not include (and Collateral shall include) (A) any proceeds (as defined in the UCC) of any such assets referred to in clauses (i) through (viii) above except to the extent such proceeds constitute Excluded Property; (B) any asset or property that the Borrower or any Subsidiary Grantor has granted a Lien on or security interest in to secure any other First Priority Obligations; and (C) to the extent permitted by applicable law, and subject to the provisions of Section 18 hereof, any revenues, proceeds, products or receivables derived from business conducted pursuant to any such lease, license (or ownership or control thereof), contract or agreement referred to in clause (i) or (viii) above, the economic value of the Communications Licenses, including the proceeds derived from the sale of any Communications License or the transfer or assignment of ownership or control thereof (all such property excluded from Collateral pledged pursuant to the foregoing clauses (i) through (viii), the “Excluded Property”)Congoleum Plan.

Excluded Property. Notwithstanding any other provision of this Agreement, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or under, (i) any lease, license (including any Communications License or ownership or control thereof), contract or agreement to which such Grantor is a party or any property subject to a permitted purchase money security interest to which such Grantor is a party and any of its rights or interest thereunder, to the extent, but only to the extent, that such a grant would, under the terms of such lease, license (including any Communications License or ownership or control thereof), contract, agreement or purchase money arrangement, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to such Grantor or (y) the terms or a condition of, or constitute a default or forfeiture under, or create a right of termination in favor of or require a consent of any other party to, such lease, capital lease, license (including any Communications License or ownership or control thereof), contract, permit, Instrument, Security or franchise or purchase money arrangement (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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, that immediately upon the ineffectiveness, lapse or termination of any such contractual or legal provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (ii) any of the outstanding Equity Interests issued by a Foreign Subsidiary or CFC Holding Company other than up to 65% of the outstanding Equity Interests of a first-tier Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person (other than a Subsidiary of the Borrower) to the extent that, and for so long as (x) such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Subsidiaries or Affiliates of the Borrower and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issuing Person’s organizational or joint venture documents (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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), (iv) any motor vehicles and other assets subject to certificates of title, Letter of Credit Rights to the extent not constituting Supporting Obligations and Commercial Tort Claims with a claim value of less than $2,500,000 individually, (v) any “intent-to-use” trademark applications for which a statement of use or an amendment to allege use has not been filed (but only until such statement or amendment is filed), and solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of, or void, any registration that issues from such intent-to-use application under applicable federal law, (vi) (w) Excluded Deposit Accounts, (x) any leasehold real property, (y) any fee-owned real property having an individual fair market value not exceeding $2,500,000 (as reasonably determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third- party valuation) and (z) any real property located outside of the United States; (vii) those assets as to which the Borrower reasonably determines in good faith that the cost of obtaining a security interest in or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, which determination shall be communicated in writing to the Collateral Agent by the Borrower, and those assets with respect to which the granting of security interests in such assets would be prohibited by applicable law or regulation (other than, in each case, to the extent that any such law, rule, regulation, term or condition 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, that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; provided provided, that notwithstanding the provisions set forth in clauses (i) through (viii) above, Excluded Property shall not include (and Collateral shall include) (A) any proceeds (as defined in the UCC) of any such assets referred to in clauses (i) through (viii) above except to the extent such proceeds constitute Excluded Property; (B) any asset or property that the Borrower or any Subsidiary Grantor has granted a Lien on or security interest in to secure any other First Priority Obligations[reserved]; and (C) to the extent permitted by applicable law, and subject to the provisions of Section 18 hereof, any revenues, proceeds, products or receivables derived from business conducted pursuant to any such lease, license (or ownership or control thereof), contract or agreement referred to in clause (i) or (viii) above, the economic value of the Communications Licenses, including the proceeds derived from the sale of any Communications License or the transfer or assignment of ownership or control thereof (all such property excluded from Collateral pursuant to the foregoing clauses (i) through (viii), the “Excluded Property”).