the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, # any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters), (ii) (A) motor vehicles and other assets subject to certificates of title and # commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $2,000,000 (it being understood that all such assets are still intended to constitute Collateral, even though perfection beyond a UCC filing is not required hereunder), # any particular asset if, to the extent and for so long as the pledge thereof or the security interest therein is prohibited by Law (including any requirement to obtain consent of any Governmental Authority) other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle or equity and except that proceeds and receivables thereof shall constitute Collateral, # Equity Interests in any Person other than Holdings (if owned by the Parent), the Borrower and wholly owned Restricted Subsidiaries (other than the Warehouse Facility Entity) that cannot be pledged without the consent of one or more third parties other than Holdings, the Borrower or any of its or their Restricted Subsidiaries (other than to the extent such restriction is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity and except that proceeds and receivables thereof shall constitute Collateral), (v) (A) any permitted contract, lease, instrument, license, state or local franchise, charter and authorization, if, to the extent and for so long as the pledges thereof and security interests therein are prohibited by such permitted contract, lease, instrument, license, state or local franchise, charter and authorization, in each case, except to the extent that such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective (or such prohibition is deemed ineffective) under the Uniform Commercial Code or other applicable Law or principle of equity, and # any assets subject to purchase money liens or capital leases, if, to the extent and for so long as the pledges thereof and security interests therein are prohibited by contracts relating to such purchase money liens or capital leases, in each case, except to the extent that such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective (or such prohibition is deemed ineffective) under the Uniform Commercial Code or other applicable Law or principle of equity, # licenses, leases, other agreements to the extent that the Administrative Agent may not validly possess a security interest therein under applicable Laws or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (except to the extent any such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity and except that proceeds and receivables thereof shall

the foregoing definition shall not require, unless otherwise stated in this clause (A[[Borrower:Organization]], the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, # any fee owned real property (other than Material Real Properties[[Borrower:Organization]] and any leasehold rights and interests in real property that is not Material Real Property (including landlord waivers, estoppels and collateral access letters[[Borrower:Organization]], # motor vehicles and other assets subject to certificates of title, letters of credit with a face value of less than $5,000,000 and commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $5,000,000, # any particular asset, if the pledge thereof or the security interest therein is prohibited by Law other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition, # Margin Stock and, solely to the extent prohibited by the Organization Documents or any shareholders agreement with shareholders that are not direct or indirect wholly owned Restricted Subsidiaries of the Borrower, Equity Interests in any Person other than wholly owned Restricted Subsidiaries, # any rights of any Loan Party with respect to any lease, license or other agreement to the extent a grant of security interest therein is prohibited by such lease, license or other agreement, would result in an invalidation thereof or would create a right of termination in favor of any other party thereto (other than a Loan Party[[Borrower:Organization]] after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Laws or principle of equity notwithstanding such prohibition, # the creation or perfection of pledges of, security interests in, any property or assets that would result in material adverse tax consequences to Holdings, the Borrower or any of its Subsidiaries, as reasonably determined by the Borrower with the consent of the Administrative Agent (not to be unreasonably withheld or delayed[[Borrower:Organization]] (it being understood that the Lenders shall not require the Borrower or any of its Subsidiaries to enter into any security agreements or pledge agreements governed under foreign law[[Borrower:Organization]], # intellectual property to the extent a security interest is not perfected by filing of a UCC financing statement or in respect of registered intellectual property, a filing in the USPTO (if required[[Borrower:Organization]] or the U.S. Copyright Office (it being understood that such assets are intended to constitute Collateral, though perfection beyond UCC, USPTO and U.S. Copyright Office filings is not required[[Borrower:Organization]] and # any particular assets if, in the reasonable judgment of the Administrative Agent evidenced in writing, determined in consultation with the Borrower, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets or obtaining title insurance is excessive in relation to the benefits to be obtained therefrom by the Lenders under the Loan Documents;