(A)(III) OF THIS SECTION AND THAT REMAIN IN SUCH
ACCOUNT.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
AFTER THE COLLATERAL AGENT SHALL HAVE PROVIDED NOTICE TO THE GRANTORS OF THE
SUSPENSION OF THEIR RIGHTS UNDER SUB-PARAGRAPH (A)(I) OF THIS SECTION 3.06, ALL
RIGHTS OF ANY GRANTOR TO EXERCISE THE VOTING AND CONSENSUAL RIGHTS AND POWERS IT
IS ENTITLED TO EXERCISE PURSUANT TO PARAGRAPH (A)(I) OF THIS SECTION, AND THE
OBLIGATIONS OF THE COLLATERAL AGENT UNDER PARAGRAPH (A)(II) OF THIS SECTION,
SHALL CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE COLLATERAL
AGENT, WHICH SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY TO EXERCISE
SUCH VOTING AND CONSENSUAL RIGHTS AND POWERS; PROVIDED THAT, UNLESS OTHERWISE
DIRECTED BY THE REQUIRED LENDERS, THE COLLATERAL AGENT SHALL HAVE THE RIGHT FROM
TIME TO TIME FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT TO PERMIT THE GRANTORS TO EXERCISE SUCH RIGHTS.
AFTER ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED AND THE BORROWER HAS
DELIVERED TO THE COLLATERAL AGENT A CERTIFICATE TO THAT EFFECT, EACH GRANTOR
WILL HAVE THE RIGHT TO EXERCISE THE VOTING AND CONSENSUAL RIGHTS AND POWERS THAT
SUCH GRANTOR WOULD OTHERWISE BE ENTITLED TO EXERCISE PURSUANT TO THE TERMS OF
PARAGRAPH (A)(I) ABOVE.
ARTICLE IV
Security Interests in Personal Property
SECTION 4.01.
SECURITY INTEREST.
(A)
AS SECURITY FOR THE OBLIGATIONS, EACH
GRANTOR HEREBY PLEDGES TO THE COLLATERAL AGENT, ITS SUCCESSORS AND PERMITTED
ASSIGNS, FOR THE BENEFIT OF THE SECURED PARTIES, AND HEREBY GRANTS TO THE
COLLATERAL AGENT, ITS SUCCESSORS AND PERMITTED ASSIGNS, FOR THE BENEFIT OF THE
SECURED PARTIES, A SECURITY INTEREST (THE "SECURITY INTEREST") IN ALL RIGHT,
TITLE AND INTEREST IN OR TO ANY AND ALL OF THE FOLLOWING ASSETS AND PROPERTIES
NOW OWNED OR AT ANY TIME HEREAFTER ACQUIRED BY SUCH GRANTOR OR IN WHICH SUCH
GRANTOR NOW HAS OR AT ANY TIME IN THE FUTURE MAY ACQUIRE ANY RIGHT, TITLE OR
INTEREST (COLLECTIVELY, THE "ARTICLE 9 COLLATERAL"):
(I) ALL ACCOUNTS;
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(II) ALL CHATTEL PAPER;
(III) ALL DEPOSIT ACCOUNTS AND ALL CASH AND OTHER ASSETS THEREIN;
(IV) ALL DOCUMENTS;
(V) ALL EQUIPMENT;
(VI) ALL FIXTURES;
(VII) ALL GENERAL INTANGIBLES;
(VIII) ALL INSTRUMENTS;
(IX) ALL INVENTORY;
(X) ALL INVESTMENT PROPERTY;
(XI) ALL LETTER-OF-CREDIT RIGHTS;
(XII) ALL COMMERCIAL TORT CLAIMS;
(XIII) ALL BOOKS AND RECORDS PERTAINING TO THE ARTICLE 9 COLLATERAL; AND
(XIV) TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PROCEEDS AND PRODUCTS OF ANY AND
ALL OF THE FOREGOING AND ALL COLLATERAL SECURITY AND GUARANTEES GIVEN BY ANY
PERSON WITH RESPECT TO ANY OF THE FOREGOING.
NOTWITHSTANDING THE FOREGOING AND IN ADDITION TO THE LIMITATIONS AND
QUALIFICATIONS SET FORTH IN THE DEFINITION OF "COLLATERAL AND GUARANTEE
REQUIREMENT", THE ARTICLE 9 COLLATERAL SHALL NOT INCLUDE (I) ANY EXCLUDED EQUITY
INTERESTS, OR (II) ANY RIGHTS OF THE GRANTORS UNDER CONTRACTS, AGREEMENTS
(INCLUDING LICENSES), PERMITS AND LICENSES TO THE EXTENT THAT SUCH CONTRACTS,
AGREEMENTS, PERMITS OR LICENSES CONTAIN VALID AND EFFECTIVE PROHIBITIONS ON THE
CREATION OF SECURITY INTERESTS