SUCH
GRANTOR'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 EACH GRANTOR 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 EACH GRANTOR SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN CONSENT WITH RESPECT TO LEASES, LICENSES, CONTRACTS
AND AGREEMENTS THAT ARE MATERIAL TO SUCH GRANTOR'S BUSINESS PURSUANT TO
COMMERCIALLY REASONABLE TERMS FOR THE GRANT OF A SECURITY INTEREST OR LIEN OVER
SUCH LEASES, LICENSES, CONTRACTS OR AGREEMENTS.
2
(B)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, (I) EACH GRANTOR
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 EXERCISE BY SECURED PARTY OF ANY OF THE RIGHTS HEREUNDER SHALL NOT
RELEASE SUCH GRANTOR 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 SUCH GRANTOR THEREUNDER OR TO