AND (IV) PERMITTED LIENS PERMITTED PURSUANT TO
SECTION 6.7(A), (C), (E), (F), (G), (H), (I), (J), (K), (M), (N) OR (O)) IN
ACCORDANCE WITH SECTIONS 364(C)(2) AND 364(C)(3) OF THE BANKRUPTCY CODE UPON ALL
OF THE FOLLOWING PROPERTY NOW OWNED OR AT ANY TIME HEREAFTER ACQUIRED BY ANY
BORROWER OR IN WHICH SUCH BORROWER NOW HAS OR AT ANY TIME IN THE FUTURE MAY
ACQUIRE ANY RIGHT, TITLE OR INTEREST (CAPITALIZED TERMS CONTAINED IN THIS
SECTION, UNLESS THE CONTEXT INDICATES OTHERWISE, OR UNLESS DEFINED ELSEWHERE
HEREIN, HAVE THE MEANINGS PROVIDED FOR IN THE CODE TO THE EXTENT THE SAME IS
USED OR DEFINED THEREIN):
(I)
ALL ACCOUNTS;
(II)
ALL CHATTEL PAPER;
(III)
ALL DOCUMENTS;
(IV)
ALL GENERAL INTANGIBLES (INCLUDING PAYMENT INTANGIBLES AND
SOFTWARE);
(V)
ALL GOODS, INVENTORY AND EQUIPMENT, INCLUDING SPARE PARTS AND
TOOLING, AND OTHER PERSONAL PROPERTY, WHETHER TANGIBLE OR INTANGIBLE OR WHEREVER
LOCATED;
(VI)
ALL INSTRUMENTS;
(VII)
ALL INVESTMENT PROPERTY;
(VIII)
ALL VEHICLES;
(IX)
ALL OWNED REAL PROPERTY (SUBJECT TO SECTION 5.9(B));
(X)
THE COMMERCIAL TORT CLAIMS DESCRIBED ON DISCLOSURE SCHEDULE 10.1;
(XI)
ALL DEPOSIT ACCOUNTS OF ANY BORROWER, INCLUDING ALL BLOCKED
ACCOUNTS AND ALL OTHER BANK ACCOUNTS AND ALL DEPOSITS THEREIN;
(XII)
ALL MONEY, CASH OR CASH EQUIVALENTS OF ANY BORROWER;
(XIII)
ALL SUPPORTING OBLIGATIONS AND LETTER OF CREDIT RIGHTS OF ANY
BORROWER;
(XIV)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL MONIES AND OTHER PROPERTY
OF ANY KIND WHICH IS, AFTER THE CLOSING DATE, RECEIVED BY SUCH BORROWER IN
CONNECTION WITH REFUNDS WITH RESPECT TO TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES IMPOSED ON SUCH BORROWER OR ANY OF ITS PROPERTY OR INCOME;
(XV)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL CAUSES OF ACTION (OTHER
THAN CLAIMS OF THE BORROWERS UNDER SECTIONS 502(D), 544, 545, 547, 548 AND 550
OF
42
THE BANKRUPTCY CODE) AND ALL MONIES AND OTHER PROPERTY OF ANY KIND RECEIVED
THEREFROM, AND ALL MONIES AND OTHER PROPERTY OF ANY KIND RECOVERED BY ANY
BORROWER; AND
(XVI)
ALL PROPERTY OF ANY BORROWER HELD BY THE ADMINISTRATIVE AGENT OR
ANY OTHER LENDER, INCLUDING ALL PROPERTY OF EVERY DESCRIPTION, IN THE POSSESSION
OR CUSTODY OF OR IN TRANSIT TO THE ADMINISTRATIVE AGENT OR SUCH LENDER FOR ANY
PURPOSE, INCLUDING SAFEKEEPING, COLLECTION OR PLEDGE, FOR THE ACCOUNT OF SUCH
BORROWER OR AS TO WHICH SUCH BORROWER MAY HAVE ANY RIGHT OR POWER;
(XVII)
TO THE EXTENT NOT OTHERWISE INCLUDED, ALL PROCEEDS OF EACH OF THE
FOREGOING, TORT CLAIMS, INSURANCE CLAIMS AND OTHER RIGHTS TO PAYMENT NOT
OTHERWISE INCLUDED IN THE FOREGOING AND PRODUCTS OF THE FOREGOING AND ALL
ACCESSIONS TO, SUBSTITUTIONS AND REPLACEMENTS FOR, AND RENTS AND PROFITS OF,
EACH OF THE FOREGOING;
provided, that "Collateral" shall not include (i) the Excluded Collateral
provided that if and when any property shall cease to be Excluded Collateral,
such property shall be deemed at all times from and after the date such property
ceased to be Excluded Collateral to constitute Collateral and (ii) any General
Intangibles or other rights arising under any contract, instrument, license or
other document if the