AGENT OR
ANY LENDER, CONSISTING OF PROPERTY DESCRIBED ABOVE IN SECTION 2(A) NOW OR
HEREAFTER IN THE POSSESSION OR CUSTODY OF OR IN TRANSIT TO AGENT OR ANY LENDER,
FOR ANY PURPOSE, INCLUDING SAFEKEEPING, COLLECTION OR PLEDGE, FOR THE ACCOUNT OF
SUCH GRANTOR, OR AS TO WHICH SUCH GRANTOR MAY HAVE ANY RIGHT OR POWER.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
SECTION 2, THE TERM "COLLATERAL" SHALL NOT INCLUDE: (I) SECURITIES REPRESENTING
AT ANY TIME MORE THAN 65% OF THE AGGREGATE VOTING POWER OF THE CAPITAL STOCK OF
A "CONTROLLED FOREIGN CORPORATION," AS DEFINED IN SECTION 957 OF THE CODE, OR
(II) ANY LEASED EQUIPMENT, INTELLECTUAL PROPERTY OR GENERAL INTANGIBLES OF ANY
GRANTOR TO THE EXTENT THAT (BUT ONLY TO THE EXTENT THAT) (A) THEY ARE NOT
ASSIGNABLE OR CAPABLE OF BEING ENCUMBERED AS A MATTER OF LAW OR UNDER THE TERMS
OF ANY LICENSE OR OTHER AGREEMENT APPLICABLE THERETO OR SUCH ASSIGNMENT OR
ENCUMBRANCE WOULD INVALIDATE THE RIGHTS UNDER TERMS OF ANY LICENSE, LEASE OR
OTHER AGREEMENTS APPLICABLE THERETO (BUT SOLELY IN EACH CASE TO THE EXTENT THAT
ANY SUCH RESTRICTION WOULD BE ENFORCEABLE UNDER APPLICABLE LAW) WITHOUT THE
CONSENT OF THE LICENSOR THEREOF OR OTHER APPLICABLE PARTY THERETO, AND (B) SUCH
CONSENT HAS NOT BEEN OBTAINED; PROVIDED, HOWEVER, THAT THE FOREGOING GRANT OF A
SECURITY INTEREST SHALL EXTEND TO, AND THE TERM "COLLATERAL" SHALL INCLUDE, EACH
OF THE FOLLOWING:
(1) ANY LEASED EQUIPMENT, INTELLECTUAL PROPERTY OR GENERAL
INTANGIBLE WHICH IS IN THE NATURE OF AN ACCOUNT OR A RIGHT
4
TO THE PAYMENT OF MONEY OR A PROCEED OF, OR OTHERWISE RELATES TO THE ENFORCEMENT
OR COLLECTION OF, ANY ACCOUNT OR RIGHT TO THE PAYMENT OF MONEY, OR GOODS WHICH
ARE THE SUBJECT OF ANY ACCOUNT OR RIGHT TO THE PAYMENT OF MONEY, (2) ANY AND ALL
PROCEEDS OF ANY LEASED EQUIPMENT, INTELLECTUAL PROPERTY OR GENERAL INTANGIBLES
THAT ARE OTHERWISE EXCLUDED TO THE EXTENT THAT THE ASSIGNMENT, PLEDGE OR
ENCUMBRANCE OF SUCH PROCEEDS IS NOT SO RESTRICTED AND (3) UPON OBTAINING THE
CONSENT OF ANY LICENSOR OR OTHER APPLICABLE PARTY ANY EXCLUDED LEASED EQUIPMENT,
INTELLECTUAL PROPERTY OR GENERAL INTANGIBLE AS WELL AS ANY PROCEEDS THEREOF THAT
MIGHT HAVE OTHERWISE BEEN EXCLUDED FROM SUCH GRANT OF A SECURITY INTEREST AND
FROM THE TERM "COLLATERAL."
3.
AGENT'S AND LENDERS' RIGHTS; LIMITATIONS ON AGENT'S AND LENDERS'
OBLIGATIONS.
(A)
IT IS EXPRESSLY AGREED BY EACH GRANTOR THAT, ANYTHING HEREIN OR IN
ANY OTHER LOAN DOCUMENT TO THE CONTRARY NOTWITHSTANDING, SUCH GRANTOR SHALL
REMAIN LIABLE UNDER EACH OF ITS CONTRACTUAL OBLIGATIONS, INCLUDING ALL PERMITS,
TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND
PERFORMED BY IT THEREUNDER TO THE SAME EXTENT AS IF THIS AGREEMENT HAD NOT BEEN
EXECUTED.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION OR LIABILITY
UNDER ANY CONTRACTUAL OBLIGATION BY REASON OF OR ARISING OUT OF THIS SECURITY
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE GRANTING HEREIN OF A LIEN THEREON OR
THE RECEIPT BY AGENT OR ANY