CONVENTIONS, ALL RIGHTS
CORRESPONDING THERETO THROUGHOUT THE WORLD AND ALL OTHER RIGHTS OF ANY KIND
WHATSOEVER OF SUCH LOAN PARTY ACCRUING THEREUNDER OR PERTAINING THERETO;
(VIII)
ANY AND ALL CLAIMS FOR DAMAGES AND INJUNCTIVE RELIEF FOR PAST,
PRESENT AND FUTURE INFRINGEMENT, DILUTION, MISAPPROPRIATION, VIOLATION, MISUSE
OR BREACH WITH RESPECT
98
TO ANY OF THE FOREGOING, WITH THE RIGHT, BUT NOT THE OBLIGATION, TO SUE FOR AND
COLLECT, OR OTHERWISE RECOVER, SUCH DAMAGES; AND
(IX)
ALL AGREEMENTS, PERMITS, CONSENTS, ORDERS AND FRANCHISES RELATING
TO THE LICENSE, DEVELOPMENT, USE OR DISCLOSURE OF ANY OF THE FOREGOING TO WHICH
SUCH LOAN PARTY, NOW OR HEREAFTER, IS A PARTY OR A BENEFICIARY, INCLUDING,
WITHOUT LIMITATION, THE MATERIAL 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