OBLIGATIONS.
(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, DOCUMENTS OF TITLE,
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 PROCEEDS OF THE FOREGOING.
For the avoidance of doubt, the term "Collateral" shall never include
contributions to any Security-Free Rabbi Trusts pursuant to the related Approved
Security-Free SERPs where such
99
contributions occurred at a time when there was no Suspension Event or Event of
Default that had occurred and was continuing as of such date.
If a Suspension
Event or Event of Default occurs, then the assets held in a Security-Free Rabbi
Trust shall constitute "Collateral" to the extent such assets were contributed
during the continuance of a Suspension Event or Event of Default; provided that
contributions made to any Security-Free Rabbi Trusts pursuant to the related
Approved Security-Free SERPs prior to, or after the waiver of or cure of, a
Suspension Event or Event of Default, shall not constitute "Collateral".
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
Agent and shall continue in full force and effect applicable to all Liabilities
until all Liabilities have been paid and/or satisfied in full, the Commitment of
the Lenders to make loans and other financial accommodations has been
terminated, and the security interest granted herein is specifically terminated
in writing by a duly authorized officer of the Collateral Agent.
8.3
PERFECTION OF SECURITY INTERESTS.
(A)
EACH OF THE OBLIGORS AGREES TO TAKE ALL ACTION THAT THE COLLATERAL AGENT
MAY REQUEST AS A MATTER OF NONBANKRUPTCY LAW TO PERFECT AND PROTECT THE
COLLATERAL AGENT'S COLLATERAL INTEREST IN THE COLLATERAL AND FOR SUCH COLLATERAL
INTEREST