INSTRUMENTS AND INCLUDING ALL LETTER OF CREDIT RIGHTS;
(X)
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 (A) RIGHTS AND REMEDIES
UNDER OR RELATING TO GUARANTIES, CONTRACTS OF SURETYSHIP, LETTERS OF CREDIT AND
CREDIT AND OTHER INSURANCE RELATED TO THE COLLATERAL, (B) RIGHTS OF STOPPAGE IN
TRANSIT, REPLEVIN, REPOSSESSION, RECLAMATION AND OTHER RIGHTS AND REMEDIES OF AN
UNPAID VENDOR, LIENOR OR SECURED PARTY, (C) 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 (D) DEPOSITS BY AND PROPERTY OF ACCOUNT DEBTORS OR
OTHER PERSONS SECURING THE OBLIGATIONS OF ACCOUNT DEBTORS;
(XI)
ALL (A) INVESTMENT PROPERTY (INCLUDING SECURITIES, WHETHER
CERTIFICATED OR UNCERTIFICATED, SECURITIES ACCOUNTS, SECURITY ENTITLEMENTS,
COMMODITY CONTRACTS OR COMMODITY ACCOUNTS), EXCEPT AS OTHERWISE PROVIDED IN
SECTION 5.2(E) BELOW AND (B) MONIES, CREDIT BALANCES, DEPOSITS AND OTHER
PROPERTY OF BORROWERS NOW OR HEREAFTER HELD OR RECEIVED BY OR IN TRANSIT TO
AGENT OR ANY LENDER OR ITS AFFILIATES OR AT ANY OTHER DEPOSITORY OR OTHER
INSTITUTION FROM OR FOR THE ACCOUNT OF BORROWERS, WHETHER FOR SAFEKEEPING,
PLEDGE, CUSTODY, TRANSMISSION, COLLECTION OR OTHERWISE;
(XII)
ALL COMMERCIAL TORT CLAIMS LISTED ON SCHEDULE 5.1 HERETO;
(XIII)
TO THE EXTENT NOT OTHERWISE DESCRIBED ABOVE, ALL RECEIVABLES;
(XIV)
ALL RECORDS; AND
(XV)
ALL PRODUCTS AND PROCEEDS OF THE FOREGOING, IN ANY FORM,
INCLUDING INSURANCE PROCEEDS (OTHER THAN BUSINESS INTERRUPTION INSURANCE) 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 OR DAMAGES AND PAYMENTS OR CLAIMS BY BORROWERS FOR PAST OR FUTURE
INFRINGEMENTS OF ANY INTELLECTUAL PROPERTY.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN
SECTION 5.1(A) ABOVE, THE TYPES OR ITEMS OF COLLATERAL DESCRIBED IN SUCH
SECTION SHALL NOT INCLUDE:
48
(I)
ANY RIGHTS OR INTERESTS IN ANY CONTRACT, LEASE,
PERMIT, LICENSE, CHARTER OR LICENSE AGREEMENT COVERING REAL OR PERSONAL
PROPERTY, AS SUCH, IF UNDER THE TERMS OF SUCH CONTRACT, LEASE, PERMIT, LICENSE,
CHARTER OR LICENSE AGREEMENT, OR APPLICABLE LAW WITH RESPECT THERETO, THE VALID
GRANT OF A SECURITY INTEREST OR LIEN THEREIN TO AGENT IS PROHIBITED AND SUCH
PROHIBITION HAS NOT BEEN OR IS NOT WAIVED OR THE CONSENT OF THE OTHER PARTY TO
SUCH CONTRACT, LEASE, PERMIT, LICENSE, CHARTER OR LICENSE AGREEMENT HAS NOT BEEN
OR IS NOT OTHERWISE OBTAINED OR UNDER APPLICABLE LAW SUCH PROHIBITION CANNOT BE
WAIVED; PROVIDED, THAT, THE FOREGOING EXCLUSION SHALL IN NO WAY BE CONSTRUED
(A) TO APPLY IF ANY SUCH PROHIBITION IS UNENFORCEABLE UNDER SECTIONS 9-406,
9-407, 9-408, OR 9-409 OF THE UCC OR OTHER APPLICABLE LAW OR (B) SO AS TO LIMIT,
IMPAIR OR OTHERWISE AFFECT AGENT'S UNCONDITIONAL CONTINUING SECURITY INTERESTS
IN AND LIENS UPON ANY RIGHTS OR INTERESTS OF BORROWERS IN OR TO MONIES DUE OR TO
BECOME DUE UNDER ANY SUCH CONTRACT, LEASE, PERMIT,