AGREEMENTS"), INCLUDING, WITHOUT
LIMITATION, (I) ALL RIGHTS OF SUCH GRANTOR TO RECEIVE MONEYS DUE AND TO BECOME
DUE UNDER OR PURSUANT TO THE ASSIGNED AGREEMENTS, (II) ALL RIGHTS OF SUCH
GRANTOR TO RECEIVE PROCEEDS OF ANY INSURANCE, INDEMNITY, WARRANTY OR GUARANTY
WITH RESPECT TO THE ASSIGNED AGREEMENTS, (III) CLAIMS OF SUCH GRANTOR FOR
DAMAGES ARISING OUT OF OR FOR BREACH OF OR DEFAULT UNDER THE ASSIGNED AGREEMENTS
AND (IV) THE RIGHT OF SUCH GRANTOR TO TERMINATE THE ASSIGNED AGREEMENTS, TO
PERFORM THEREUNDER AND TO COMPEL PERFORMANCE AND OTHERWISE EXERCISE ALL REMEDIES
THEREUNDER (ALL SUCH COLLATERAL, BEING THE "AGREEMENT COLLATERAL");
(D)
THE FOLLOWING (COLLECTIVELY, THE "ACCOUNT COLLATERAL"):
(I)
THE CASH COLLATERAL ACCOUNTS AND ALL FUNDS AND FINANCIAL ASSETS
FROM TIME TO TIME CREDITED THERETO (INCLUDING, WITHOUT LIMITATION, ALL CASH
EQUIVALENTS), AND ALL CERTIFICATES AND INSTRUMENTS, IF ANY, FROM TIME TO TIME
REPRESENTING OR EVIDENCING THE CASH COLLATERAL ACCOUNTS;
(II)
ALL PROMISSORY NOTES, CERTIFICATES OF DEPOSIT, CHECKS AND OTHER
INSTRUMENTS FROM TIME TO TIME DELIVERED TO OR OTHERWISE POSSESSED BY THE
COLLATERAL AGENT FOR OR ON BEHALF OF SUCH GRANTOR IN SUBSTITUTION FOR OR IN
ADDITION TO ANY OR ALL OF THE THEN EXISTING ACCOUNT COLLATERAL; AND
(III)
ALL INTEREST, DIVIDENDS, DISTRIBUTIONS, CASH, INSTRUMENTS AND
OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED
IN RESPECT OF OR IN EXCHANGE FOR ANY OR ALL OF THE THEN EXISTING ACCOUNT
COLLATERAL; AND
(E)
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
(F)
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 CLAUSES (A) THROUGH (E) OF THIS SECTION 1)
AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ALL 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;
PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS
AGREEMENT SHALL NOT CONSTITUTE AN ASSIGNMENT OR PLEDGE TO OR GRANT OF A SECURITY
INTEREST IN ANY OF THE FOLLOWING COLLATERAL (EACH, AN "EXCLUDED ASSET"):
(I)
ANY COLLATERAL TO THE EXTENT (BUT ONLY SO LONG AS) THE GRANTING OF A SECURITY
INTEREST THEREIN IS PROHIBITED BY APPLICABLE LAW OR REGULATION OR BY
GOVERNMENTAL AUTHORITY OR REQUIRES A CONSENT NOT OBTAINED OF ANY GOVERNMENTAL
AUTHORITY PURSUANT TO SUCH APPLICABLE LAW OR REGULATION, OR IS PROHIBITED BY, OR
CONSTITUTES A BREACH OF OR DEFAULT UNDER OR RESULTS IN THE TERMINATION OF OR
REQUIRES ANY CONSENT NOT OBTAINED UNDER, ANY CONTRACT, LICENSE, AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT EVIDENCING OR GIVING RISE TO SUCH PROPERTY OR
3
ANY APPLICABLE SHAREHOLDER OR SIMILAR REQUIREMENT, EXCEPT TO THE EXTENT THAT
SUCH APPLICABLE