2.
Security Interest.
(A)
AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS,
DEBTOR HEREBY GRANTS TO SECURED PARTY A SECURITY INTEREST IN ALL OF DEBTOR'S
RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE FOLLOWING ASSETS, WHEREVER
LOCATED AND WHETHER NOW EXISTING OR OWNED OR HEREAFTER ACQUIRED OR ARISING: ALL
GOODS, ACCOUNTS, CHATTEL PAPER (WHETHER TANGIBLE OR ELECTRONIC), SOFTWARE,
COMMERCIAL TORT CLAIMS, DEPOSIT ACCOUNTS, DOCUMENTS, EQUIPMENT (INCLUDING ALL
FIXTURES), GENERAL INTANGIBLES (INCLUDING INTELLECTUAL PROPERTY), PAYMENT
INTANGIBLES, INSTRUMENTS, INVENTORY, INVESTMENT PROPERTY, LETTER-OF-CREDIT
RIGHTS, MONEY, RECORDS, AND ALL OTHER PERSONAL PROPERTY AND ALL PRODUCTS,
PROCEEDS AND SUPPORTING OBLIGATIONS OF ANY AND ALL OF THE FOREGOING
(COLLECTIVELY, THE "COLLATERAL"). NOTWITHSTANDING THE FOREGOING, "COLLATERAL"
SHALL NOT INCLUDE ANY RIGHTS OR INTERESTS IN ANY LEASE, LICENSE, CONTRACT, OR
AGREEMENT, AS SUCH, IF UNDER THE TERMS OF SUCH LEASE, LICENSE, CONTRACT, OR
AGREEMENT, OR APPLICABLE LAW WITH RESPECT THERETO, THE VALID GRANT OF A SECURITY
INTEREST OR LIEN THEREIN TO SECURED PARTY IS PROHIBITED AND SUCH PROHIBITION HAS
NOT BEEN OR IS NOT WAIVED OR THE CONSENT OF THE OTHER PARTY TO SUCH LEASE,
LICENSE, CONTRACT, OR AGREEMENT HAS NOT BEEN OR IS NOT OTHERWISE OBTAINED OR
UNDER APPLICABLE LAW SUCH PROHIBITION CANNOT BE WAIVED; PROVIDED, THAT THE
FOREGOING EXCLUSION SHALL IN NO WAY BE (I) CONSTRUED TO APPLY IF ANY SUCH
PROHIBITION WOULD BE RENDERED INEFFECTIVE UNDER THE UCC OR OTHER APPLICABLE LAW
(INCLUDING THE BANKRUPTCY CODE) OR PRINCIPLES OF EQUITY, (II) CONSTRUED SO AS TO
LIMIT, IMPAIR OR OTHERWISE AFFECT SECURED PARTY'S UNCONDITIONAL CONTINUING
SECURITY INTERESTS IN AND LIENS UPON ANY RIGHTS OR INTERESTS OF DEBTOR IN OR TO
THE PROCEEDS THEREOF, INCLUDING MONIES DUE OR TO BECOME DUE UNDER ANY SUCH
LEASE, LICENSE, CONTRACT, OR AGREEMENT (INCLUDING ANY ACCOUNTS), OR (III)
CONSTRUED TO APPLY AT SUCH TIME AS THE CONDITION CAUSING SUCH PROHIBITION SHALL
BE REMEDIED AND, TO THE EXTENT SEVERABLE, "COLLATERAL" SHALL INCLUDE ANY PORTION
OF SUCH LEASE, LICENSE, CONTRACT, OR AGREEMENT THAT DOES NOT RESULT IN SUCH
PROHIBITION; AND PROVIDED, FURTHER, THAT DEBTOR SHALL OBTAIN THE CONSENTS WITH
RESPECT TO LEASES, LICENSES, CONTRACTS AND AGREEMENTS AS SET FORTH IN THE LOAN
AGREEMENT.
(B)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, (I) DEBTOR SHALL
REMAIN LIABLE UNDER ANY PLEDGED COLLATERAL AGREEMENTS AND ANY OTHER CONTRACTS,
AGREEMENTS AND OTHER DOCUMENTS INCLUDED IN THE COLLATERAL, TO THE EXTENT SET
FORTH THEREIN, TO PERFORM ALL OF ITS DUTIES AND OBLIGATIONS THEREUNDER TO THE
SAME EXTENT AS IF THIS AGREEMENT HAD NOT BEEN EXECUTED, (II) THE
2
EXERCISE BY SECURED PARTY OF ANY OF THE RIGHTS HEREUNDER SHALL NOT RELEASE
DEBTOR FROM ANY OF ITS DUTIES OR OBLIGATIONS UNDER ANY PLEDGED COLLATERAL
AGREEMENTS OR OTHER SUCH CONTRACTS, AGREEMENTS AND OTHER DOCUMENTS, AND
(III) SECURED PARTY SHALL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER ANY PLEDGED
COLLATERAL AGREEMENTS OR OTHER SUCH CONTRACTS, AGREEMENTS AND OTHER DOCUMENTS BY
REASON OF THIS AGREEMENT, NOR SHALL SECURED PARTY BE OBLIGATED TO PERFORM ANY OF
THE OBLIGATIONS OR DUTIES OF DEBTOR THEREUNDER OR TO TAKE ANY ACTION TO COLLECT