PROPERTY
NOW OWNED OR AT ANY TIME HEREAFTER ACQUIRED BY SUCH GRANTOR OR IN WHICH SUCH
GRANTOR NOW HAS OR AT ANY TIME IN THE FUTURE MAY ACQUIRE ANY RIGHT, TITLE OR
INTEREST (COLLECTIVELY, THE "COLLATERAL"):
(i)
all Receivable;
(ii)
all Accounts;
(iii)
all Chattel Paper;
(iv)
all Copyrights;
(v)
all Copyright Licenses;
(vi)
all Deposit Accounts;
(vii)
all Documents;
(viii)
all Equipment;
(ix)
all General Intangibles;
(x)
all Instruments;
(xi)
all Inventory;
(xii)
all Investment Property;
(xiii)
all Letter of Credit Rights;
(xiv)
all Patents;
3
(xv)
all Patent Licenses;
(xvi)
all Securities Accounts, and all Investment Property held therein or credited
thereto;
(xvii)
all Trademarks;
(xviii)
all Trademark Licenses;
(xix)
all Goods and other property not otherwise described above;
(xx)
all books and records pertaining to the Collateral;
(xxi)
to the extent not otherwise included, all Proceeds and products of any and all
of the foregoing, all Supporting Obligations in respect of any of the foregoing,
and all collateral security and guarantees given by any Person with respect to
any of the foregoing,
provided, that the Collateral shall not include the Excluded Assets.
3.
CERTAIN MATTERS RESPECTING RECEIVABLES.
(A)
GRANTORS REMAIN LIABLE UNDER RECEIVABLES.
ANYTHING HEREIN TO
THE CONTRARY NOTWITHSTANDING, EACH GRANTOR SHALL REMAIN LIABLE UNDER EACH OF THE
RECEIVABLES TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT THEREUNDER, ALL IN ACCORDANCE WITH THE TERMS OF ANY
AGREEMENT GIVING RISE TO EACH SUCH RECEIVABLE.
SECURED PARTY SHALL NOT HAVE ANY
OBLIGATION OR LIABILITY UNDER ANY RECEIVABLE (OR ANY AGREEMENT GIVING RISE
THERETO) BY REASON OF OR ARISING OUT OF THIS AGREEMENT OR THE RECEIPT BY THE
SECURED PARTY OF ANY PAYMENT RELATING TO SUCH RECEIVABLE PURSUANT HERETO, NOR
SHALL THE SECURED PARTY BE OBLIGATED IN ANY MANNER TO PERFORM ANY OF THE
OBLIGATIONS OF ANY GRANTOR UNDER OR PURSUANT TO ANY RECEIVABLE (OR ANY AGREEMENT
GIVING RISE THERETO), TO MAKE ANY PAYMENT, TO MAKE ANY INQUIRY AS TO THE NATURE
OR THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR AS TO THE SUFFICIENCY OF ANY
PERFORMANCE BY ANY PARTY UNDER ANY RECEIVABLE (OR ANY AGREEMENT GIVING RISE
THERETO), TO PRESENT OR FILE ANY CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY
PERFORMANCE OR TO COLLECT THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN
ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT ANY TIME OR TIMES.
(B)
COMMUNICATION WITH AND NOTICE TO RECEIVABLE OBLIGORS. THE SECURED
PARTY MAY AT ANY TIME COMMUNICATE WITH OBLIGORS UNDER THE RECEIVABLES TO VERIFY
WITH THEM TO THE SECURED PARTY'S SATISFACTION THE EXISTENCE, AMOUNT AND TERMS OF
ANY RECEIVABLES. UPON THE REQUEST OF THE SECURED PARTY AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL
NOTIFY ACCOUNT DEBTORS ON THE RECEIVABLES THAT THE RECEIVABLES HAVE BEEN
ASSIGNED TO THE SECURED PARTY AND THAT PAYMENTS IN RESPECT THEREOF SHALL BE MADE
DIRECTLY TO THE SECURED PARTY.
(C)
ANALYSIS OF RECEIVABLES.
THE SECURED