FOREGOING, INCLUDING, WITHOUT LIMITATION, THOSE
REGISTRATIONS AND APPLICATIONS FOR REGISTRATION SET FORTH IN SCHEDULE IV HERETO,
TOGETHER WITH ALL REISSUES, DIVISIONS, CONTINUATIONS, CONTINUATIONS-IN-PART,
EXTENSIONS, RENEWALS AND REEXAMINATIONS THEREOF;
(VII)
ALL TANGIBLE EMBODIMENTS OF THE FOREGOING, ALL
RIGHTS IN THE FOREGOING PROVIDED BY INTERNATIONAL TREATIES OR CONVENTIONS, ALL
RIGHTS CORRESPONDING THERETO THROUGHOUT THE WORLD AND ALL OTHER RIGHTS OF ANY
KIND WHATSOEVER OF SUCH GRANTOR ACCRUING THEREUNDER OR PERTAINING THERETO;
(VIII)
ALL AGREEMENTS, PERMITS, CONSENTS, ORDERS AND
FRANCHISES RELATING TO THE LICENSE, DEVELOPMENT, USE OR DISCLOSURE OF ANY OF THE
FOREGOING TO WHICH SUCH GRANTOR, NOW OR HEREAFTER, IS A PARTY OR A BENEFICIARY
(ALL OF THE FOREGOING COLLECTIVELY REFERRED TO AS "IP AGREEMENTS"); AND
(IX)
ANY AND ALL CLAIMS FOR DAMAGES AND
INJUNCTIVE RELIEF FOR PAST, PRESENT AND FUTURE INFRINGEMENT, DILUTION,
MISAPPROPRIATION, VIOLATION, MISUSE OR BREACH WITH RESPECT TO ANY OF THE
FOREGOING, WITH THE RIGHT, BUT NOT THE OBLIGATION, TO SUE FOR AND COLLECT, OR
OTHERWISE RECOVER, SUCH DAMAGES;
(H)
THE COMMERCIAL TORT CLAIMS DESCRIBED IN
SCHEDULE V HERETO (TOGETHER WITH ANY COMMERCIAL TORT CLAIMS AS TO WHICH THE
GRANTORS HAVE COMPLIED WITH THE REQUIREMENTS OF SECTION 14, THE "COMMERCIAL TORT
CLAIMS COLLATERAL");
(I)
ALL BOOKS AND RECORDS (INCLUDING,
WITHOUT LIMITATION, CUSTOMER LISTS, CREDIT FILES, PRINTOUTS AND OTHER COMPUTER
OUTPUT MATERIALS AND RECORDS) OF SUCH GRANTOR PERTAINING TO ANY OF THE
COLLATERAL; AND
(J)
ALL PROCEEDS OF, COLLATERAL FOR, INCOME,
ROYALTIES AND OTHER PAYMENTS NOW OR HEREAFTER DUE AND PAYABLE WITH RESPECT TO,
AND SUPPORTING OBLIGATIONS RELATING TO, ANY AND ALL OF THE COLLATERAL
(INCLUDING, WITHOUT LIMITATION, PROCEEDS, COLLATERAL AND SUPPORTING OBLIGATIONS
THAT CONSTITUTE PROPERTY OF THE TYPES DESCRIBED IN SUBSECTIONS (A) THROUGH
(I) OF THIS SECTION 1) AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ALL
(A) PAYMENTS UNDER INSURANCE (WHETHER OR NOT THE COLLATERAL AGENT IS THE LOSS
PAYEE THEREOF), OR ANY INDEMNITY, WARRANTY OR GUARANTY, PAYABLE BY REASON OF
LOSS OR DAMAGE TO OR OTHERWISE WITH RESPECT TO ANY OF THE FOREGOING COLLATERAL,
AND (B) CASH.
Notwithstanding anything herein to the contrary, this Agreement shall not
constitute a grant of security interest in (and the term "Collateral" shall be
deemed not to include) (A) any lease, license, contract, property rights or
agreement to which any Grantor is a party or any of its rights or interests
thereunder, to the extent that and for so long as (but only for so long as), the
grant of such security interest shall (1) constitute or result in the
abandonment, invalidation or unenforceability under applicable law of any right,
title or interest of any Grantor therein or (2) constitute or result in a
material breach or termination pursuant to the terms of, or a material default,
under, any such lease, license, contract, property rights or agreement (other
than to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or
provisions)); (B) any Equipment owned by any Grantor that is subject to a
purchase money