Documents, Embedded Software, Etc. All of Debtor’s rights in promissory notes, documents, embedded software, letter of credit rights and supporting obligations (and security interests and liens securing them) (as any such term may be defined in the UCC) whether now owned or hereafter acquired; together with all substitutions and replacements for and products of any of the foregoing property and proceeds of any and all of the foregoing property and, in the case of all tangible Collateral, together with (i) all accessories, attachments, parts, equipment, accessions, repairs and embedded software, now or hereafter attached or affixed to or used in connection with any such goods, (ii) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods, and (iii) all books and records of Debtor.
Documents, Embedded Software, Etc. All of Debtor’s rights in promissory notes; documents, embedded software, letter of credit rights and supporting obligations (and security interests and liens securing them) (as any such term may be defined in the UCC) whether now owned or hereafter acquired; provided, however, that notwithstanding the foregoing or anything to the contrary provided in any other Loan Documents, (i) no security interest shall be granted hereunder or under any other Loan Documents with respect to any right, title or interest of the Debtor in, to or under any assets subject to purchase money liens or capital leases permitted under Section 9.11(b) or (f) of the Credit Agreement, to the extent and only so long as the documents or instruments evidencing, governing or securing such liens or such capital leases prohibit the grant of junior liens on such assets or the right, title and interest of the Debtor therein; and (ii) no security interest shall be granted hereunder or under any of the other Loan Documents with respect to any rights of the Debtor under any contract or intellectual property license or under any license, permit or franchise issued by any governmental authority to the extent and only so long as such contract or intellectual property license or such license, permit or franchise (or any law, statute or regulation related thereto) prohibits, restricts, or requires the consent of any third party to such contract or intellectual property license, or any governmental authority, to the assignment or transfer of, or the creation, attachment or perfection of a security interest in, such rights or provides that any such assignment, transfer, creation, attachment or perfection will give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under or with respect to such contract or intellectual property license or such license, permit or franchise (except to the extent all requisite consents of such third parties or governmental authorities to the grant of a lien on such rights under this Agreement have been obtained, and except to the extent any of Sections 9-406 through 9-409 of the UCC renders such prohibition, restriction or requirement, or such default, breach, right of recoupment, claim, defense, termination, right of termination or remedy, ineffective), together with all substitutions and replacements for and products of any of the foregoing property and proceeds of any and all of the foregoing property and, in the...
Documents, Embedded Software, Etc. All of Debtor’s rights in promissory notes, documents, embedded software, letter of credit rights and supporting obligations (and security interests and liens securing them) (as any such term may be defined in the UCC) whether now owned or hereafter acquired; together with all substitutions and replacements for and products of any of the foregoing property and proceeds of any and all of the foregoing property and, in the case of all tangible Collateral, together with all (i) accessories, attachments, parts, equipment, accessions, repairs and embedded software, now or hereafter attached or affixed to or used in connection with any such goods, (ii) warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods, (iii) insurance proceeds, and (iv) books and records of Debtor; provided, that notwithstanding anything in this Agreement or any other Transaction Document to the contrary, “Collateral” shall not include (a) any Excluded Funds (as defined in the Funding Agreement), (b) any gravel, sand, coal, stone, aggregates, rock and similar products and materials at any time on or after the date of termination of the Coal Sales Agreement by Secured Party for any reason other than pursuant to Section 9.2(b), (c), (d) or (e) thereof, and (c) assets and property (including accounts receivable, general intangibles, payment intangibles and other rights to payment) to the extent security interests therein are prohibited by enforceable provisions of contracts or applicable law or require governmental consent, approval, license or authorization that has not been obtained or, in the case of assets consisting of licenses, permits, agreements or similar contracts, to the extent the grant of security interest therein or in the Debtor’s rights thereunder would violate the terms of such license, permit, agreement or similar contract relating to such asset, in each case, subject to and after giving effect to any applicable anti-assignment provisions of the UCC (including, without limitation, Sections 9-406, 9-407, 9-408 or 9-409 of the UCC) or other applicable Laws that would have the effect of limiting or rendering ineffective any applicable anti-assignment provision or equivalent.
