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20001 145 of the Debtor, whether now owned or hereafter acquired by the Debtor. "License" shall mean any Trademark License, patent license, copyright license or other license or sublicense to which the Debtor is or becomes a party (other than those license agreements in existence as of the date hereof and those license agreements entered into after the date hereof, that by their terms prohibit assignment or a grant of a security interest by the Debtor as licensee thereunder). " Lockbox Agreements" shall mean the lockbox agreements among the Debtor, the Collateral Agent and a Sub -Agent or in such other form as the Collateral Agent may specify. "Proceeds" shall mean any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and Instruments received or held on behalf of the Collateral Agent pursuant to the Lockbox Agreements or any other lockbox or similar arrangement relating to the payment of Accounts Receivable and Inventory and (b) any claim of the Debtor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, current or future infringement of any patent now or hereafter owned by the Debtor or licensed under a patent license, (ii) past, current or future breach of any License, (iii) past, current or future infringement or dilution of any-Trademark now or hereafter owned by the Debtor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by the Debtor, (iv) past, current or future infringement of any copyright now or hereafter owned by the Debtor or licensed under a copyright license and (v) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. "Rate Protection Agreements" shall mean (a) interest rate cap agreements, (b) interest rate swap agreements, (c) interest rate collar agreements or (d) similar agreements, in interest rates. "Securities" shall mean any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books 61 [NYCORP;1155355.3]