Common use of Excluded Collateral Clause in Contracts

Excluded Collateral. Notwithstanding the provisions of this Section 2, such grant of security interest shall not extend to, and the term “Collateral” shall not include, any general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such general intangibles, equipment or proceeds are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, (y) any and all proceeds of such general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, and (z) if the consent of any such licensor, lessor or other applicable party with respect to any such otherwise excluded general intangibles equipment or proceeds shall hereafter be obtained, thereafter such general intangibles and equipment as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and the term “Collateral”.

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2ss.2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (y1) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (z2) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”."

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by any of the Company Companies as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; : provided, however, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding (a) Retail store leases, (b) inventory held by either of the provisions Companies on consignment from trade vendors or any proceeds thereof up to the cost thereof to either of this Section 2the Companies, such grant (c) following the Debenture Termination Date, the Subordinated Notes and the Trust Certificates or any other equity interest in ZFT or any other Receivables Securitization Subsidiary, (d) warrants and Zale stock acquired as permitted by Sections 9.3(q) and (t) of security interest shall not extend tothe Credit Agreement, and the term “Collateral” shall not include, (e) any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by either of the Company Companies as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest Excluded Collateral shall extend to, and the term “Collateral” shall not include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might theretofore have been excluded from such grant of a security interest and the term “Collateral”thereof.

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms terrns of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; providedPROVIDED, however, however that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2ss.2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by any of the Company Borrowers as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of ------------------- this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company Borrower as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; provided, however, that the foregoing grant -------- ------- of security interest shall extend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2ss.2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing ------------------- provisions of this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall -------- ------- extend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions ------------------- of this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company Borrower as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant -------- ------- of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party party's consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of ------------------- this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company Borrower as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; provided, however, that the foregoing grant -------- ------- of security interest shall extend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2ss.2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party party's consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of a security interest shall not extend to, and the term “"Collateral” " shall not includeinclude any contract, any general intangibles license, lease or equipment (or other agreement to which the proceeds thereof) which are now or hereafter held by the Company Borrower is party as licensee, lessee or otherwise, to the extent that (i) such general intangiblescontract, equipment license or proceeds are agreement is not assignable or capable of being encumbered as a matter of law or under the terms of the such contract, license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, include (yA) any and all proceeds of such general intangibles or equipment contracts, licenses, leases and other agreements to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded general intangibles equipment contract, license, lease or proceeds shall hereafter be other agreement being obtained, thereafter such general intangibles and equipment contract, license, lease or other agreement, as the case may be, as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”". Further, the term "Collateral" shall not include the assets of Borrower's subsidiary, Cort Directions, Inc., or any stock of Cort Directions, Inc. owned by Borrower, all as more fully described in Section 5.5 of this Loan Agreement.

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “Collateral” "COLLATERAL" shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company any Assignor as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term “Collateral” "COLLATERAL" shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “Collateral”"COLLATERAL".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper, general intangibles or equipment (or the proceeds thereof) and intellectual property which are now or hereafter held by the any Company as licensee, lessee or otherwise, to the extent that that, after giving effect to the provisions of (S)(S)9-406, 407 and 408 of the Uniform Commercial Code, (i) such chattel paper, general intangibles, equipment or proceeds intangibles and intellectual property are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper, general intangibles or equipment and intellectual property to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if following the receipt of consent of any such from licensor, lessor or other applicable party with respect to any such otherwise excluded general intangibles equipment or proceeds shall hereafter be obtainedchattel paper, thereafter such general intangibles and equipment intellectual property, such chattel paper, general intangibles and intellectual property as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”."

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by any of the Company Companies as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of ------------------- this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company Holdings as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant -------- ------- of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party party's consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper, general intangibles or equipment (or the proceeds thereof) and any intellectual property which are now or hereafter held by the any Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper, general intangibles, equipment or proceeds intangibles and such intellectual property are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper, general intangibles or equipment and such intellectual property to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper, general intangibles equipment or proceeds shall hereafter be obtainedand such intellectual property being obtained (including, without limitation, any such consent contained in the Other Asset Intercreditor Agreement), thereafter such chattel paper, general intangibles and equipment such intellectual property as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2ss.2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, the capital stock (or similar interests) of any Unrestricted Subsidiary and any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by any of the Company Borrowers as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (ii) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yA) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zB) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of this Section 2§2 and to the extent not otherwise provided for in §2.1 herein, such grant of security interest shall not extend to, and the term “Collateral” shall not include, any general intangibles or equipment (or the proceeds thereof) Chattel Paper, Electronic Chattel Paper and General Intangibles which are now or hereafter held by the Company Borrowers as licensee, lessee or otherwise, to the extent that (ia) such general intangiblesChattel Paper, equipment or proceeds Electronic Chattel Paper and General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under the UCC or other applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, (yi) any and all proceeds Proceeds of such general intangibles or equipment Chattel Paper, Electronic Chattel Paper and General Intangibles to the extent that the assignment or encumbering of such proceeds Proceeds is not so restricted, or to the extent that the assignment or encumbering of such Proceeds is so restricted and such restriction is not enforceable under the UCC or other applicable law, and (zii) if the upon obtaining consent of from any such licensor, lessor or other applicable party with respect to any such otherwise excluded general intangibles equipment Chattel Paper, Electronic Chattel Paper or proceeds shall hereafter be obtainedGeneral Intangibles, thereafter such general intangibles and equipment Chattel Paper, Electronic Chattel Paper or General Intangibles as well as any and all proceeds Proceeds thereof that might theretofore have been excluded from such grant of a second priority security interest and the term “Collateral”;” provided, further, that upon the reasonable request of the Agent, the Borrowers will in good faith use reasonable efforts to obtain consent for the creation of a second priority security interest in favor of the Agent (and to the Agent’s enforcement of such security interest) in the Borrowers’ rights under any such lease or license.

Excluded Collateral. Notwithstanding the foregoing provisions ------------------- of this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by any of the Company Subsidiaries as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; obtained provided, however, that the foregoing -------- ------- grant of security interest shall extend shalextend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”".

Excluded Collateral. Notwithstanding the foregoing provisions of ------------------- this Section 2(S)2, such grant of security interest shall not extend to, and the term “"Collateral” " shall not include, any chattel paper and general intangibles or equipment (or the proceeds thereof) which are now or hereafter held by any of the Company Subsidiaries as licensee, lessee or otherwise, to the extent that (ia) such chattel paper and general intangibles, equipment or proceeds intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto, thereto and (iib) such consent has not been obtained; provided, however, that the foregoing -------- ------- grant of security interest shall extend to, and the term “"Collateral” " shall include, (yi) any and all proceeds of such chattel paper and general intangibles or equipment to the extent that the assignment or encumbering of such proceeds is not so restricted, restricted and (zii) if the consent of upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles equipment or proceeds shall hereafter be being obtained, thereafter such chattel paper or general intangibles and equipment as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term “"Collateral”". 2.4.