AND KEY AGREEMENTS NOT
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS SET FORTH IN SCHEDULE III HERETO
(SUCH SCHEDULED AGREEMENTS, THE "IP AGREEMENTS");
(H)
ALL OF THE RIGHT, TITLE AND INTEREST OF THE
LOAN PARTIES IN ALL REAL PROPERTY THE TITLE TO WHICH IS HELD BY THE LOAN
PARTIES, OR THE POSSESSION OF WHICH IS HELD BY THE LOAN PARTIES PURSUANT TO
LEASEHOLD INTEREST, AND IN ALL SUCH LEASEHOLD INTERESTS, TOGETHER IN EACH CASE
WITH ALL OF THE RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN AND TO ALL
BUILDINGS, IMPROVEMENTS, AND FIXTURES RELATED THERETO, ANY LEASE OR SUBLEASE
THEREOF, ALL GENERAL INTANGIBLES RELATING THERETO AND ALL PROCEEDS THEREOF
(COLLECTIVELY, THE "REAL PROPERTY COLLATERAL");
(I)
ALL BOOKS AND RECORDS (INCLUDING,
WITHOUT LIMITATION, CUSTOMER LISTS, CREDIT FILES, PRINTOUTS AND OTHER COMPUTER
OUTPUT MATERIALS AND RECORDS) OF SUCH LOAN PARTY 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 CLAUSES (A) THROUGH (I) OF
THIS SECTION 9.01 AND THIS CLAUSE (K)) AND, TO THE EXTENT NOT OTHERWISE
INCLUDED, ALL (A) PAYMENTS UNDER INSURANCE (WHETHER OR NOT THE ADMINISTRATIVE
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, (B) TORT CLAIMS, INCLUDING, WITHOUT LIMITATION, ALL
COMMERCIAL TORT CLAIMS AND (C) CASH;
provided that Collateral shall not include any rights or interests of a Grantor
in any joint venture if, under applicable law or the terms of the applicable
contract with respect thereto, the valid grant of a security interest or other
Lien therein hereunder is prohibited and such prohibition has not been or is not
waived or the consent of each other party to such contract has not been or is
not otherwise obtained or under applicable law such prohibition cannot be
waived, provided further that the foregoing exclusion shall in no way be
construed (i) to apply if any such prohibition is ineffective or unenforceable
under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409), by any order of
the Bankruptcy Court or any other applicable law or (ii) so as to limit, impair
or otherwise affects the Administrative Agent's unconditional
107
continuing security interest in and Lien upon any rights or interests of any
Grantor in or to monies due or to become due under any such contract.
Section 9.02
Further Assurances.
(a)
Each Loan Party agrees that from time to
time, at the expense of such Loan Party, such Loan Party will promptly execute
and deliver, or otherwise authenticate, all further instruments and documents,
and take all further action that may be necessary or desirable, or that any
Agent may reasonably request, in order to perfect and protect any pledge or