EXCEPT SUCH AS MAY HAVE
4
BEEN FILED (A) IN FAVOR OF THE SECURED PARTY, RELATING TO THIS AGREEMENT OR THE
EXISTING SECURITY AGREEMENT, OR (B) TO PERFECT LIENS PERMITTED BY THE AMENDED
AND RESTATED CREDIT AGREEMENT.
SECTION 5.
DISPOSITION OF COLLATERAL.
NO GRANTORS WILL SELL,
LEASE OR OTHERWISE DISPOSE OF, OR DISCOUNT OR FACTOR WITH OR WITHOUT RECOURSE,
ANY COLLATERAL, EXCEPT FOR SALES OF ITEMS OF INVENTORY IN THE ORDINARY COURSE OF
BUSINESS AND DISPOSITIONS OF EQUIPMENT WHICH ARE IMMEDIATELY REPLACED WITH
COMPARABLE REPLACEMENT EQUIPMENT.
SECTION 6.
NAMES, OFFICES, LOCATIONS, JURISDICTION OF
ORGANIZATION.
THE GRANTORS' LEGAL NAMES (AS SET FORTH IN THEIR CONSTITUENT
DOCUMENTS FILED WITH THE APPROPRIATE GOVERNMENTAL OFFICIAL OR AGENCY) ARE AS SET
FORTH IN THE OPENING PARAGRAPH HEREOF.
THE JURISDICTION OF ORGANIZATION OF THE
GRANTORS IS THE STATE OF MINNESOTA, AND THE ORGANIZATIONAL NUMBERS OF THE
GRANTORS ARE SET FORTH ON THE SIGNATURE PAGE OF THIS AGREEMENT.
THE GRANTORS
WILL FROM TIME TO TIME AT THE REQUEST OF THE SECURED PARTY PROVIDE THE SECURED
PARTY WITH CURRENT GOOD STANDING CERTIFICATES AND/OR STATE-CERTIFIED CONSTITUENT
DOCUMENTS FROM THE APPROPRIATE GOVERNMENTAL OFFICIALS.
THE CHIEF PLACES OF
BUSINESS AND CHIEF EXECUTIVE OFFICES OF THE GRANTORS ARE LOCATED AT THE
ADDRESSES SET FORTH ON THE SIGNATURE PAGE HEREOF.
THE GRANTORS WILL NOT LOCATE
OR RELOCATE ANY ITEM OF COLLATERAL INTO ANY JURISDICTION IN WHICH AN ADDITIONAL
FINANCING STATEMENT WOULD BE REQUIRED TO BE FILED TO MAINTAIN THE SECURED
PARTY'S PERFECTED SECURITY INTEREST IN SUCH COLLATERAL.
THE GRANTORS WILL NOT
CHANGE THEIR NAME, THE LOCATION OF THEIR CHIEF PLACE OF BUSINESS OR CHIEF
EXECUTIVE OFFICES OR THEIR CORPORATE STRUCTURE (INCLUDING WITHOUT LIMITATION,
THEIR JURISDICTION OF ORGANIZATION) UNLESS THE SECURED PARTY HAS BEEN GIVEN AT
LEAST 30 DAYS PRIOR WRITTEN NOTICE THEREOF AND THE GRANTORS HAVE EXECUTED AND
DELIVERED TO THE SECURED PARTY SUCH FINANCING STATEMENTS AND OTHER INSTRUMENTS
REQUIRED OR APPROPRIATE TO CONTINUE THE PERFECTION OF THE SECURITY INTEREST.
SECTION 7.
RIGHTS TO PAYMENT.
EXCEPT AS THE GRANTORS MAY
OTHERWISE ADVISE THE SECURED PARTY IN WRITING, EACH ACCOUNT, CHATTEL PAPER,
DOCUMENT, GENERAL INTANGIBLE AND INSTRUMENT CONSTITUTING OR EVIDENCING
COLLATERAL IS (OR, IN THE CASE OF ALL FUTURE COLLATERAL, WILL BE WHEN ARISING OR
ISSUED) THE VALID, GENUINE AND LEGALLY ENFORCEABLE OBLIGATION OF THE ACCOUNT
DEBTOR OR OTHER OBLIGOR NAMED THEREIN OR IN THE GRANTORS' RECORDS PERTAINING
THERETO AS BEING OBLIGATED TO PAY OR PERFORM SUCH OBLIGATION.
WITHOUT THE
SECURED PARTY'S PRIOR WRITTEN CONSENT, NO GRANTOR WILL AGREE TO ANY
MODIFICATIONS, AMENDMENTS, SUBORDINATIONS, CANCELLATIONS OR TERMINATIONS OF THE
OBLIGATIONS OF ANY SUCH ACCOUNT DEBTORS OR OTHER OBLIGORS EXCEPT IN THE ORDINARY
COURSE OF BUSINESS.
EACH GRANTOR WILL PERFORM AND COMPLY IN ALL MATERIAL
RESPECTS WITH ALL THEIR OBLIGATIONS UNDER ANY ITEMS INCLUDED IN THE COLLATERAL
AND EXERCISE PROMPTLY AND DILIGENTLY THEIR RIGHTS THEREUNDER.
SECTION 8.
FURTHER ASSURANCES; ATTORNEY-IN-FACT.
8(A)
THE GRANTORS AGREE THAT FROM TIME TO TIME, AT THEIR EXPENSE, THEY
WILL PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND
TAKE ALL FURTHER ACTION, THAT MAY BE NECESSARY OR THAT