Lenders, a
continuing security interest in and to, and assigns to the Term Collateral Agent
certain assets as set forth below of the Obligors, and each item thereof,
whether now owned or now due, or in which that Obligor has an interest, or
hereafter acquired, arising, or to become due, or in which that Obligor obtains
an interest (all of which, together with any other property in which the Term
Agent may in the future be granted a security interest, is referred to herein as
the "Collateral"):
(A)
ALL ACCOUNTS.
(B)
ALL INVENTORY.
(C)
ALL GENERAL INTANGIBLES.
(D)
ALL GOODS (INCLUDING ALL EQUIPMENT).
(E)
ALL CHATTEL PAPER.
(F)
ALL LEASEHOLD INTERESTS.
(G)
THE HEADQUARTERS FACILITY AND ALL ACQUIRED REAL PROPERTY, TOGETHER WITH
ALL FIXTURES IN CONNECTION THEREWITH OR LOCATED THEREON.
(H)
ALL LETTER-OF-CREDIT RIGHTS.
(I)
ALL PAYMENT INTANGIBLES.
(J)
ALL SUPPORTING OBLIGATIONS.
77
(K)
ALL BOOKS, RECORDS, AND INFORMATION RELATING TO THE COLLATERAL AND/OR TO
THE OPERATION OF THE OBLIGORS' BUSINESS, AND ALL RIGHTS OF ACCESS TO SUCH BOOKS,
RECORDS, AND INFORMATION, AND ALL PROPERTY IN WHICH SUCH BOOKS, RECORDS, AND
INFORMATION ARE STORED, RECORDED, AND MAINTAINED.
(L)
ALL INVESTMENT PROPERTY, INSTRUMENTS, DOCUMENTS, DEPOSIT ACCOUNTS,
POLICIES AND CERTIFICATES OF INSURANCE, DEPOSITS, IMPRESSED ACCOUNTS,
COMPENSATING BALANCES, MONEY, CASH, OR OTHER PROPERTY.
(M)
ALL COMMERCIAL TORT CLAIMS.
(N)
ALL INSURANCE PROCEEDS, REFUNDS, AND PREMIUM REBATES, INCLUDING, WITHOUT
LIMITATION, PROCEEDS OF FIRE AND CREDIT INSURANCE, WHETHER ANY OF SUCH PROCEEDS,
REFUNDS, AND PREMIUM REBATES ARISE OUT OF ANY OF THE FOREGOING (8.1(A) THROUGH
8.1(N)) OR OTHERWISE.
(O)
ALL SUPPORTING OBLIGATIONS AND ALL PRESENT AND FUTURE LIENS, SECURITY
INTERESTS, RIGHTS, REMEDIES, TITLE AND INTEREST IN, TO AND IN RESPECT OF
ACCOUNTS AND OTHER COLLATERAL, INCLUDING (I) RIGHTS AND REMEDIES RELATING TO
GUARANTIES, CONTRACTS OF SURETYSHIP, LETTER OF CREDIT AND CREDIT AND OTHER
INSURANCE RELATED TO THE COLLATERAL, (II) RIGHTS OF STOPPAGE IN TRANSIT,
REPLEVIN, REPOSSESSION, RECLAMATION AND OTHER RIGHTS AND REMEDIES OF AN UNPAID
VENDOR, LIEN OR SECURED PARTY, (III) GOODS DESCRIBED IN INVOICES, DOCUMENTS,
CONTRACTS OR INSTRUMENTS WITH RESPECT THERETO, OR OTHERWISE REPRESENTING OR
EVIDENCING, ACCOUNTS OR OTHER COLLATERAL, INCLUDING RETURNED, REPOSSESSED AND
RECLAIMED GOODS, AND (IV) DEPOSITS BY AND PROPERTY OF ACCOUNT DEBTORS OR OTHER
PERSONS SECURING THE OBLIGATIONS OF ACCOUNT DEBTORS.
(p)
All products, Proceeds, substitutions, and accessions of or to any of the
foregoing.
For the avoidance of doubt, Collateral shall at no time include any assets or
property contributed to any Approved Security-Free SERP or related Security-Free
Rabbi Trust.
8.2
EXTENT AND DURATION OF SECURITY INTEREST.
The security interest created and granted herein is in addition to, and
supplemental of, any security interest previously granted by the Obligors to the
Term Agent and shall continue in full force and effect applicable to all
Liabilities until all Liabilities have been paid and/or satisfied in full, and
the security interest granted herein is specifically terminated in writing by a
duly authorized officer of the Term Collateral Agent.
8.3
PERFECTION OF SECURITY INTERESTS.
(A)
EACH OF THE OBLIGORS AGREES TO TAKE