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. <br /> . . , F'c <br /> . � <br /> , • . �0��• e\�V�V <br /> intangibles which are now or hereafter held by the Debtor as licensee, franchisee or <br /> otherwise, to the extent that (i) such general intangibles are not assignable or capable <br /> of being encumbered as a matter of law or under the terms of the license, franchise <br /> agreement or other agreement applicable thereto (but solely to the extent that any such <br /> restriction shall be enforceable under applicable law), without the consent of the <br /> licensor or franchisor thereof or other applicable party thereto and (ii) such consent has <br /> not been obtained ("Excluded Collateral"); provided, however, that the foregoing grant <br /> � of security interest shall extend to, and the term Collateral shall include, (A) any and all <br /> proceeds of such general intangibles to the extent that the assignment or encumbering <br /> of such proceeds is not so restricted and (B) upon any such licensor, franchisor or other <br /> applicable party's consent with respect to any such otherwise excluded general <br /> intangibles being obtained, thereafter such generai intangibles as wetl as any and all <br /> proceeds thereof that might theretofore have been excluded from such grant of a <br /> security interest and the term "Collateral." <br /> ss\eeemac\vista\ucc.doc <br />