Excluded Collateral. Shall mean any contract, agreement or Instrument that by its terms would be violated, breached or terminated by an assignment as Collateral hereunder (other than to the extent that such terms prohibiting such assignment in any contract, agreement or Instrument would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Local UCC or any successor provision or provisions)
Excluded Collateral. Means (i) any application to register any trademark or service mark prior to the filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service mark to the extent the creation of a security interest therein or the grant of a mortgage thereon would void or invalidate such trademark or service mark; (ii) any heath care insurance receivable; (iii) equity interests in excess of 65% of the voting equity interests of foreign subsidiaries; or (iv) any... Debtor's right, title and interest in any lease, license, General Intangible, Instrument, Chattel Paper or any other contractual obligation to which such Debtor is a party or any of such Debtor's rights or interests thereunder, if, and for so long as and to the extent that, the grant of the security interest hereunder would constitute or result in (x) the abandonment, invalidation or unenforceability of any material right, title or interest of such Debtor therein or (y) a breach or termination pursuant to the terms of, or a default under, any such lease or license (other than to the extent that any such breach, termination or default would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, any other applicable law or principles of equity), provided, further, that the security interest granted hereby (1) shall attach immediately when the condition causing such abandonment, invalidation or unenforceability is remedied, (2) shall attach immediately to any severable term of such lease, license, contract, property rights or agreement to the extent that such attachment does not result in any of the consequences specified in (iv)(x) or (y) above and (3) shall attach immediately to any such lease or license to which such Debtor's counterparty has consented to such attachment.View More
Excluded Collateral. Means (i) motor vehicles, trucks and other assets subject to certificates of title and (ii) any Intellectual Property to the extent that the attachment of the security interest of this Agreement thereto, or any assignment thereof, would result in the forfeiture, cancellation, invalidation, unenforceability or other loss of the Debtors' rights in such property.
Excluded Collateral. With respect to Debtor, (a) any contracts, instruments, chattel paper, letters of credit, bonds, guarantees, documents or any other item of general intangibles (or any agreement evidencing such item of general intangibles) to which Debtor is a party, but only to the extent that such contract, instrument, chattel paper, letter of credit, bond, guarantee, document or other item of general intangibles (or any agreement evidencing such item of general intangibles) contains a term or is subject to a... rule of Law, statute or regulation that restricts, prohibits, or requires a consent (which consent has not been obtained) of a Person (other than Debtor or its Affiliates) to the creation, attachment or perfection of the security interest granted herein, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable Law and is not rendered ineffective by applicable Law (including pursuant to the applicable provisions of the UCC); (b) any personal property owned by Debtor that is subject to a Permitted Lien (other than Liens in favor of Lender) if (i) the contractual agreement pursuant to which such Permitted Lien relates prohibits or expressly requires the consent (which consent has not been obtained) of any Person (other than Debtor or its Affiliates) as a condition to the creation of any other Lien on such asset(s), (ii) the grant of other Liens on such asset(s) would otherwise result in a breach or violation of, or constitute a default under, the agreement or instrument governing such Permitted Lien, (iii) the grant of other Liens on such asset(s) would permit the holder of such Permitted Lien to terminate Debtor's use of such asset(s) or (iv) the grant of other Liens on such asset(s) would otherwise result in a loss of material rights of Debtor in such asset(s); (c) any "intent to use" trademarks to the extent that, and solely during the period of time in which, the grant of a security interest therein would impair the validity or enforceability of such "intent to use" trademark applications under applicable federal Law, (d) equity securities of a foreign subsidiary or foreign subsidiary holding company in excess of sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such foreign subsidiary or foreign subsidiary holding company and (e) any Excluded Accounts; provided, that (i) with respect to the foregoing clause (a), Excluded Collateral shall not include, any account receivables arising under, or proceeds of, any such contract, instrument, chattel paper, letter of credit, bond, guarantee, document or other item of general intangibles (or any agreement evidencing such item of general intangibles), and (ii) with respect to each of the foregoing clauses (a) and (b), such contract, instrument, chattel paper, letter of credit, bond, guarantee, document or other item of general intangibles (or any agreement evidencing such item of general intangibles) or item of personal property subject to a Permitted Lien that at any time ceases to satisfy the criteria for Excluded Collateral (whether as a result of Debtor obtaining any necessary consent, any change in any rule of Law, statute or regulation, payment in full of the obligations secured by the Permitted Lien to which such asset is subject, or otherwise, as applicable) shall no longer be Excluded Collateral (and shall automatically be subject to the lien and security interest granted herein and to the terms and conditions of this Agreement as "Collateral")View More
