Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include # nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, [Sections 9406, 9407 and 9408]8]8] of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included in the Collateral, # any property which is subject to a capital lease or similar equipment financing permitted under this Agreement, but only to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateral, or # any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor.

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in [Section 3.1], above, the Collateral shall not include # nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, [Sections 9406, 9407 and 9408]8]8] of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included in the Collateral, # any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include # nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, [Sections 9406, 9407 and 9408]8]8] of

Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include # nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, [Sections 9406, 9407 and 9408]8]8] of the UCC), # any Intellectual Property, # assets as to which a security interest in such assets is prohibited by applicable law, rule or regulation (but only to the extent and during such times such prohibition exists), # more than 65% of the presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Excluded Subsidiary that is a CFC or CFC Holdco which Equity Interests entitle the holder thereof to vote for directors or any other matter (provided, however, that in the case of this clause (d), immediately upon any change in the U.S. tax laws that would allow the pledge of a greater percentage of such Equity Interests without material adverse tax consequences to the Borrower, the Collateral shall automatically and without further action required by, and without notice to, any Person include such greater percentage of Equity Interests of such Subsidiary from that time forward) and # the assets of any # Excluded Subsidiary or # MSC Subsidiary, in each case, including the Equity Interests of any Subsidiary thereof.

the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included in the Collateral, # any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this Agreement, but only to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateral, # any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and # Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequences.

Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include: # Equity Interests of any Person other than the Pledged Companies, # any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, # the foregoing exclusions of this clause (ii) shall in no way be construed # to apply to the extent that any described prohibition or restriction is ineffective under Section 9‑406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or # to apply to the extent that any consent or waiver has been obtained that would permit Secured Party's security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and # the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Secured Party's, Lender's or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to # monies due or to become due under or in connection with any described Equity Interests of the Pledged Companies or any contract, lease, permit, license or license agreement that constitutes Collateral (including any Equity Interests of the Pledged Companies or any Accounts), or # any proceeds from the sale, license, lease, or other dispositions of any such Equity Interests of the Pledged Companies or any contract, lease, permit, license or license agreement that constitutes Collateral), # any Equipment of any Grantor located at the Headquarters Facility or the Whitestown Facility as of the Closing Date, together with all replacements, repairs, accessions and accessories incorporated therein or affixed or attached thereto, # any Intellectual Property or any Intellectual Property Licenses of any Grantor (including, for the avoidance of doubt, any Intellectual Property or Intellectual Property Licenses that constitute General Intangibles), # the Digonex Note, and # the Austin Deposit Account (collectively, items [(i) through (vi) above], the "Excluded Property"). Furthermore, notwithstanding anything herein or therein to the contrary, to the extent this Agreement or any other Loan Document purports to grant or to require any Loan Party to grant to Security Party a security interest in the FCC Authorizations of any Loan Party, Security Party shall only have a security interest in such FCC Authorizations at such times and to the extent that a security interest in such FCC Authorizations is permitted under applicable law, including the Communications Laws.