COLLATERAL SECURITY FOR THE
OBLIGATIONS AT ANY TIME GRANTED TO OR HELD OR ACQUIRED BY AGENT OR ANY LENDER,
COLLECTIVELY, THE "COLLATERAL") INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
(A)
ALL ACCOUNTS;
(B)
ALL GENERAL INTANGIBLES, INCLUDING, WITHOUT LIMITATION, ALL
INTELLECTUAL PROPERTY;
(C)
ALL GOODS, INCLUDING, WITHOUT LIMITATION, INVENTORY AND EQUIPMENT,
WHETHER ORDERED, IN PROGRESS, FINISHED OR RECEIVED;
(D)
ALL FIXTURES;
(E)
ALL CHATTEL PAPER, INCLUDING, WITHOUT LIMITATION, ALL TANGIBLE AND
ELECTRONIC CHATTEL PAPER;
55
(F)
ALL INSTRUMENTS, INCLUDING, WITHOUT LIMITATION, ALL PROMISSORY
NOTES;
(G)
ALL DOCUMENTS;
(H)
ALL DEPOSIT ACCOUNTS;
(I)
ALL LETTERS OF CREDIT, BANKER'S ACCEPTANCES AND SIMILAR
INSTRUMENTS AND INCLUDING ALL LETTER-OF-CREDIT RIGHTS;
(J)
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 (I) RIGHTS AND REMEDIES UNDER OR
RELATING TO GUARANTIES, CONTRACTS OF SURETYSHIP, LETTERS OF CREDIT AND OTHER
INSURANCE RELATED TO THE COLLATERAL, (II) RIGHTS OF STOPPAGE IN TRANSIT,
REPLEVIN, REPOSSESSION, RECLAMATION AND OTHER RIGHTS AND REMEDIES OF AN UNPAID
VENDOR, LIENOR OR SECURED PARTY, (III) 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 (IV) DEPOSITS BY AND PROPERTY OF ACCOUNT DEBTORS OR OTHER
PERSONS SECURING THE OBLIGATIONS OF ACCOUNT DEBTORS;
(K)
ALL (I) INVESTMENT PROPERTY (INCLUDING SECURITIES, WHETHER
CERTIFICATED OR UNCERTIFICATED, SECURITIES ACCOUNTS, SECURITY ENTITLEMENTS,
COMMODITY CONTRACTS OR COMMODITY ACCOUNTS) AND (II) MONIES, CREDIT BALANCES,
DEPOSITS AND OTHER PROPERTY OF SUCH BORROWER OR GUARANTOR NOW OR HEREAFTER HELD
OR RECEIVED BY OR IN TRANSIT TO AGENT, ANY LENDER OR ITS AFFILIATES OR AT ANY
OTHER DEPOSITORY OR OTHER INSTITUTION FROM OR FOR THE ACCOUNT OF SUCH BORROWER
OR GUARANTOR, WHETHER FOR SAFEKEEPING, PLEDGE, CUSTODY, TRANSMISSION, COLLECTION
OR OTHERWISE;
(L)
ALL COMMERCIAL TORT CLAIMS, INCLUDING, WITHOUT LIMITATION, THOSE
IDENTIFIED ON SCHEDULE 5.2(G) HERETO;
(M)
TO THE EXTENT NOT OTHERWISE DESCRIBED ABOVE, ALL RECEIVABLES;
(N)
ALL RECORDS; AND
(O)
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.
Notwithstanding anything herein to the contrary, in no event shall the
Collateral include, and no Borrower or Guarantor shall be deemed to have granted
a security interest in, (i) any personal and real property, fixtures and
interests of such Borrower or Guarantor which are not assignable or are
incapable of being encumbered as a matter of law, except for the products and
proceeds thereof, (ii) such Borrower's or Guarantor's rights or interests in any
license, contract or agreement to which such Borrower or Guarantor is a party or
any of its rights or interests thereunder to the extent, but only to the extent,
that such a grant would, under the terms of such license, contract or agreement,
applicable laws or otherwise, result in a breach of the