With respect to leases of real property entered into by any Loan Party on or after the Closing Date, such Loan Party shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases, # Liens and the Guarantees required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as agreed in writing between the Administrative Agent and the applicable Loan Party providing such security, # the Collateral and Guarantee Requirement shall not apply to any of the following assets: # any Non‑Material Real Property or Real Property that is located in a jurisdiction other than the United States and any leasehold interests in real property, # motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC financing Statement or equivalent, # investment property and letter of credit rights with a value of less than $10,000,000 for each such property or right, # any rights or interest in any lease, contract, license or license agreement covering personal property or real property and/or any assets subject thereto, so long as under the terms of such lease, contract, license or license agreement, or applicable Law with respect thereto, the grant of a security interest or Lien therein for the benefit of the Secured Parties # is prohibited, # would give any other party to such lease, contract, license or license agreement, instrument or indenture the right to terminate its obligations thereunder, or # is permitted only with the consent of another party (including, without limitation, any Governmental Authority[[Borrower:Organization]] (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable[[Borrower:Organization]] and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided, that, this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the UCC or other applicable Law or so as to limit, impair or otherwise affect the unconditional continuing security interests in and Liens for the benefit of the Secured Parties upon any rights or interests in or to monies due or to become due under any such lease, contract, license or license agreement (including any receivables[[Borrower:Organization]], # any shares of any Foreign Subsidiary or CFC Holdco other than 65% of all of the issued and outstanding Equity Interests in any Foreign Subsidiary or CFC Holdco (other than an Immaterial Subsidiary[[Borrower:Organization]] directly owned by a Loan Party, # any application for registration of a trademark filed in the United States Patent and Trademark Office on an intent to use basis to the extent that the grant of a security interest in any such trademark application would adversely affect the validity or enforceability or result in cancellation or voiding of such trademark application, provided, however, that such trademark applications shall be considered Collateral upon the filing of a Statement of Use or when an Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office, # company-owned life insurance policies with respect to the employees of any Loan Party and # cafeteria plan flex accounts and similar employee benefit arrangements, # no control agreements shall be required; provided that, upon the request of the Administrative Agent, a control agreement shall be required with respect to any Cash Collateral Account holding Cash Collateral, and # no action shall be required with respect to any intellectual property that is governed solely by the laws of one or more jurisdictions other than the United States (nor shall any Loan Party be required to reimburse the Administrative Agent, the Collateral Agent, any Lender or any Secured Party for any costs or expenses incurred in connection with any such action[[Borrower:Organization]].