meaning set forth in Article 9 of the UCC.
"Document" shall have the meaning set forth in Article 9 of the UCC.
"Equipment" shall have the meaning set forth in Article 9 of the UCC.
"Excluded Assets" means
(A)
THE SPECIFIED CREDIT CARD RECEIVABLES, ANY SPECIFIED CREDIT CARD
PAYMENTS AND ANY SPECIFIED IN-STORE CREDIT CARD PAYMENTS;
(B)
MORE THAN 65% OF THE ISSUED AND OUTSTANDING VOTING EQUITY
INTERESTS OF ANY FOREIGN SUBSIDIARY;
(C)
ANY DOMESTIC SUBSIDIARY THAT IS TAXED AS A PARTNERSHIP FOR FEDERAL
INCOME TAX PURPOSES THAT HOLDS EQUITY INTERESTS OF A FOREIGN SUBSIDIARY WHOSE
EQUITY INTERESTS ARE PLEDGED PURSUANT TO THIS SECURITY AGREEMENT;
(D)
ANY MARGIN STOCK;
(E)
EQUITY INTERESTS IN WILLOW BEND BEVERAGE CORPORATION;
(F)
ANY INTERCOMPANY INDEBTEDNESS OF (I) THE COMPANY OR ANY
SUBSIDIARY THAT IS A LOAN PARTY OWING TO A SUBSIDIARY THAT IS A LOAN PARTY,
(II) A SUBSIDIARY THAT IS A LOAN PARTY OWING TO THE COMPANY OR (III) ANY
SUBSIDIARY THAT IS NOT A LOAN PARTY OWING TO THE COMPANY OR OWING TO A
SUBSIDIARY THAT IS A LOAN PARTY (IN THE CASE OF (III), OTHER THAN SUCH
INDEBTEDNESS THAT IS INDEBTEDNESS FOR BORROWED MONEY AND HAS A PRINCIPAL AMOUNT
OF $5,000,000 OR MORE);
(G)
SUBJECT TO SECTION 7.15(D), ANY EQUITY INTERESTS TO THE EXTENT
THAT A PLEDGE OF SUCH EQUITY INTERESTS WOULD GIVE RISE TO ADDITIONAL SUBSIDIARY
REPORTING REQUIREMENTS UNDER RULE 3-10 OR RULE 3-16 OF REGULATION S-X
PROMULGATED UNDER THE EXCHANGE ACT OF 1934;
(H)
ANY CONSIGNMENT INVENTORY AND ANY CONSIGNMENT PROCEEDS;
(I)
ANY LEASED-DEPARTMENT INVENTORY AND ANY LEASED-DEPARTMENT
PROCEEDS;
(J)
ANY LEASES, LICENSES, RIGHTS OR OTHER AGREEMENTS CONTAINED WITHIN
THE COLLATERAL TO WHICH ANY GRANTOR IS A PARTY OR ANY OF ITS RIGHTS OR INTERESTS
ARE SUBJECT THERETO TO THE EXTENT AND SOLELY TO THE EXTENT THAT THE PROXIMATE
RESULT OF THE GRANT OF SUCH SECURITY INTEREST SHALL
7
BE TO (1) CONSTITUTE OR RESULT IN THE ABANDONMENT, INVALIDATION OR
UNENFORCEABILITY OF ANY RIGHT, TITLE OR INTEREST IN SUCH GRANTOR THEREIN, OR
(2) CREATE A SITUATION UNDER WHICH SUCH GRANTOR SHALL BE DEEMED TO HAVE BREACHED
OR TERMINATED PURSUANT TO THE TERMS OF, OR DEFAULTED UNDER, ANY SUCH COLLATERAL;
AND IN EACH CASE UNDER CLAUSES (1) AND (2) ABOVE SUCH ABANDONMENT, INVALIDATION,
UNENFORCEABILITY, BREACH, TERMINATION OR DEFAULT WOULD NOT BE RENDERED
INEFFECTIVE PURSUANT TO SECTIONS 9-406, 9-407, 9-408 OR 9-409 OF THE UNIFORM
COMMERCIAL CODE (OR ANY SUCCESSOR PROVISION OR PROVISIONS) OF ANY RELEVANT
JURISDICTION OR ANY OTHER APPLICABLE LAW OR PRINCIPLES OR EQUITY; PROVIDED,
HOWEVER, THAT THE EXCLUDED ASSETS SHALL NOT INCLUDE, AND SUCH SECURITY INTEREST
SHALL ATTACH IMMEDIATELY AT SUCH TIME AS THE CONDITION CAUSING SUCH ABANDONMENT,
INVALIDATION, UNENFORCEABILITY, BREACH, TERMINATION OR DEFAULT SHALL BE REMEDIED
OR SHALL CEASE TO EXIST AND TO THE EXTENT SEVERABLE, SHALL ATTACH IMMEDIATELY
TO, ANY PORTION OF SUCH LEASE, LICENSE, RIGHT OR AGREEMENT THAT DOES NOT RESULT
IN ANY OF THE CONSEQUENCES SPECIFIED IN (1) OR (2) ABOVE; AND
(K)
ASSETS THAT ARE ACQUIRED BY ANY GRANTOR WITH THE PROCEEDS