WHEREVER
LOCATED (TOGETHER WITH ALL OTHER COLLATERAL SECURITY FOR THE OBLIGATIONS AT ANY
TIME GRANTED TO OR HELD OR ACQUIRED BY ADMINISTRATIVE AGENT OR ANY SECURED
PARTY, COLLECTIVELY, THE "COLLATERAL"), INCLUDING:
(I)
ALL ACCOUNTS;
(II)
ALL GENERAL INTANGIBLES, INCLUDING, WITHOUT LIMITATION, ALL
INTELLECTUAL PROPERTY;
(III)
ALL GOODS, INCLUDING, WITHOUT LIMITATION, INVENTORY AND EQUIPMENT;
(IV)
ALL REAL PROPERTY AND FIXTURES;
(V)
ALL CHATTEL PAPER, INCLUDING, WITHOUT LIMITATION, ALL TANGIBLE AND
ELECTRONIC CHATTEL PAPER;
(VI)
ALL INSTRUMENTS, INCLUDING, WITHOUT LIMITATION, ALL PROMISSORY NOTES;
(VII)
ALL DOCUMENTS;
(VIII)
ALL DEPOSIT ACCOUNTS;
(IX)
ALL LETTERS OF CREDIT, BANKER'S ACCEPTANCES AND SIMILAR INSTRUMENTS AND
INCLUDING ALL LETTER-OF-CREDIT RIGHTS;
(X)
ALL SUPPORTING OBLIGATIONS AND ALL PRESENT AND FUTURE LIENS, SECURITY
INTERESTS, RIGHTS, REMEDIES, TITLE AND INTEREST IN, TO AND IN RESPECT OF
RECEIVABLES AND OTHER COLLATERAL, INCLUDING (A)
RIGHTS AND REMEDIES UNDER OR
RELATING TO GUARANTIES, CONTRACTS OF SURETYSHIP, LETTERS OF CREDIT AND CREDIT
AND OTHER INSURANCE RELATED TO THE COLLATERAL, (B)
RIGHTS OF STOPPAGE IN
TRANSIT, REPLEVIN, REPOSSESSION, RECLAMATION AND OTHER RIGHTS AND REMEDIES OF AN
UNPAID VENDOR, LIENOR OR SECURED PARTY, (C)
GOODS DESCRIBED IN INVOICES,
DOCUMENTS, CONTRACTS OR INSTRUMENTS WITH RESPECT TO, OR OTHERWISE REPRESENTING
OR EVIDENCING, RECEIVABLES OR OTHER COLLATERAL, INCLUDING RETURNED, REPOSSESSED
AND RECLAIMED GOODS, AND (D)
DEPOSITS BY AND PROPERTY OF ACCOUNT DEBTORS OR
OTHER PERSONS SECURING THE OBLIGATIONS OF ACCOUNT DEBTORS;
(XI)
ALL (1) INVESTMENT PROPERTY (INCLUDING SECURITIES, WHETHER CERTIFICATED
OR UNCERTIFICATED, SECURITIES ACCOUNTS, SECURITY ENTITLEMENTS, COMMODITY
CONTRACTS OR COMMODITY ACCOUNTS) AND (2) MONIES, CREDIT BALANCES, DEPOSITS AND
OTHER PROPERTY OF ANY BORROWER OR GUARANTOR NOW OR HEREAFTER HELD OR RECEIVED BY
OR IN TRANSIT TO ADMINISTRATIVE AGENT, ANY LENDER OR ITS AFFILIATES OR AT ANY
OTHER DEPOSITORY OR OTHER INSTITUTION FROM OR FOR THE ACCOUNT OF ANY BORROWER OR
GUARANTOR, WHETHER FOR SAFEKEEPING, PLEDGE, CUSTODY, TRANSMISSION, COLLECTION OR
OTHERWISE;
79
(XII)
ALL COMMERCIAL TORT CLAIMS, INCLUDING, WITHOUT LIMITATION, THOSE
IDENTIFIED IN THE INFORMATION CERTIFICATE;
(XIII)
TO THE EXTENT NOT OTHERWISE DESCRIBED ABOVE, ALL RECEIVABLES;
(XIV)
ALL PRESCRIPTION FILES AND OTHER RECORDS; AND
(XV)
ALL PRODUCTS AND PROCEEDS OF THE FOREGOING, IN ANY FORM, INCLUDING
INSURANCE PROCEEDS AND ALL CLAIMS AGAINST THIRD PARTIES FOR LOSS OR DAMAGE TO OR
DESTRUCTION OF OR OTHER INVOLUNTARY CONVERSION OF ANY KIND OR NATURE OF ANY OR
ALL OF THE OTHER COLLATERAL.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN SECTION 5.1(A)
ABOVE, THE TYPES OR ITEMS OF COLLATERAL DESCRIBED IN SUCH SECTION SHALL NOT
INCLUDE THE FOLLOWING (THE "EXCLUDED ASSETS"): (I) DEPOSIT ACCOUNTS EXCLUSIVELY
USED FOR PAYROLL, PAYROLL TAXES AND OTHER EMPLOYEE WAGE AND BENEFIT PAYMENTS TO
OR FOR THE BENEFIT OF ANY BORROWER'S OR GUARANTOR'S EMPLOYEES), (II) ANY RIGHTS
OR INTERESTS IN ANY CONTRACT, LEASE, PERMIT, LICENSE OR LICENSE AGREEMENT
COVERING REAL OR PERSONAL PROPERTY, 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 AND SUCH
PROHIBITION HAS NOT BEEN WAIVED OR THE CONSENT OF THE OTHER PARTY