Common use of Excluded Collateral Clause in Contracts

Excluded Collateral. Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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, (1) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2Section 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 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 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, (1y) 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 (2z) upon if the consent of any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being equipment or proceeds shall hereafter be 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 ss.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 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.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 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 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, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party party's consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.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 chattel paper Chattel Paper, Electronic Chattel Paper and general intangibles General Intangibles which are now or hereafter held by the Company Borrowers as licensee, lessee or otherwise, to the extent that (ia) such chattel paper Chattel Paper, Electronic Chattel Paper and general intangibles 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 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, (1i) any and all proceeds Proceeds of such chattel paper Chattel Paper, Electronic Chattel Paper and general intangibles 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 (2ii) upon obtaining consent from any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper Chattel Paper, Electronic Chattel Paper or general intangibles being obtainedGeneral Intangibles, thereafter such chattel paper Chattel Paper, Electronic Chattel Paper or general intangibles General Intangibles as well as any and all proceeds Proceeds thereof that might have 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 ss.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 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 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; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.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 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2Section 2, such grant of security interest shall not extend to, and the term "CollateralCOLLATERAL" shall not include, any chattel paper and general intangibles 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 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 (iib) such consent has not been obtained; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term "CollateralCOLLATERAL" shall include, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 "CollateralCOLLATERAL"."

Excluded Collateral. Notwithstanding the foregoing provisions of this ss.2Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and paper, general intangibles 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 and paper, general 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 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, (1A) any and all proceeds of such chattel paper and paper, general intangibles and such intellectual property to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or paper, general intangibles and such intellectual property being obtainedobtained (including, without limitation, any such consent contained in the Other Asset Intercreditor Agreement), thereafter such chattel paper or paper, general intangibles and 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 ss.2Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 Retail store leases, (b) inventory held by either of the foregoing provisions Companies on consignment from trade vendors or any proceeds thereof up to the cost thereof to either of this ss.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 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 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 Excluded Collateral shall extend to, and the term "Collateral" shall not include, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 "Collateralthereof."

Excluded Collateral. Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party party's consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2(S)2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and paper, general intangibles 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 and paper, general 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 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, (1A) any and all proceeds of such chattel paper and paper, general intangibles and intellectual property to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such following the receipt of consent from licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or paper, general intangibles being obtainedand intellectual property, thereafter such chattel paper or 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 ss.2Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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 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, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.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 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.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 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.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 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 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 (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, (1i) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2ii) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.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 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 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, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party party's consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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 ss.2Section 2, such grant of a security interest shall not extend to, and the term "Collateral" shall not includeinclude any contract, any chattel paper and general intangibles license, lease or other agreement to which are now or hereafter held by the Company Borrower is party as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are contract, license or 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 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 (1A) any and all proceeds of such chattel paper contracts, licenses, leases and general intangibles other agreements to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper contract, license, lease or general intangibles other agreement being obtained, thereafter such chattel paper contract, license, lease or general intangibles 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 ss.2Section 2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles 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 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; providedPROVIDED, howeverHOWEVER, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1A) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2B) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles 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"."