SENT BY OVERNIGHT COURIER, OR FROM FOUR DAYS
AFTER THE DATE OF MAILING IF MAILED.
SECTION 25.
GRANTORS ACKNOWLEDGMENTS. EACH GRANTOR HEREBY
ACKNOWLEDGES THAT (A) IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT, (B) NEITHER THE SECURED PARTY NOR ANY
LENDER HAS ANY FIDUCIARY RELATIONSHIP TO ANY GRANTOR, THE RELATIONSHIP BEING
SOLELY THAT OF DEBTORS AND CREDITORS, AND (C) NO JOINT VENTURE EXISTS BETWEEN
THE GRANTORS AND THE SECURED PARTY, OR ANY GRANTOR AND THE SECURED PARTY OR ANY
LENDER.
SECTION 26.
CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER AMENDED
AND RESTATED CREDIT AGREEMENT.
THIS AGREEMENT SHALL (A) CREATE A CONTINUING
SECURITY INTEREST IN THE COLLATERAL AND SHALL REMAIN IN FULL FORCE AND EFFECT
UNTIL PAYMENT IN FULL OF THE OBLIGATIONS AND THE EXPIRATION OF THE OBLIGATIONS,
IF ANY, OF THE SECURED PARTY AND THE LENDERS TO EXTEND CREDIT AND CERTAIN OTHER
ACCOMMODATIONS TO THE GRANTORS, (B) BE BINDING UPON THE GRANTORS, THEIR
SUCCESSORS AND ASSIGNS, AND (C) INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
THE SECURED PARTY, THE LENDERS AND THEIR SUCCESSORS, TRANSFEREES, AND ASSIGNS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING CLAUSE (C), THE SECURED PARTY
MAY ASSIGN OR OTHERWISE TRANSFER ALL OR ANY PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT TO ANY OTHER PERSONS
TO THE EXTENT AND IN THE MANNER PROVIDED IN THE AMENDED AND RESTATED CREDIT
AGREEMENT AND MAY SIMILARLY TRANSFER ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AMENDED AND RESTATED SECURITY AGREEMENT TO SUCH PERSONS.
SECTION 27.
TERMINATION OF SECURITY INTEREST.
UPON PAYMENT IN FULL
OF THE OBLIGATIONS AND THE EXPIRATION OF ANY OBLIGATION OF THE SECURED PARTY AND
THE LENDERS TO EXTEND CREDIT AND CERTAIN OTHER ACCOMMODATIONS TO THE GRANTORS,
THE SECURITY INTEREST GRANTED HEREBY SHALL TERMINATE.
UPON ANY SUCH
TERMINATION, THE SECURED PARTY WILL RETURN TO THE GRANTORS SUCH OF THE
COLLATERAL THEN IN THE POSSESSION OF THE SECURED PARTY AS SHALL NOT HAVE BEEN
SOLD OR OTHERWISE APPLIED PURSUANT TO THE TERMS HEREOF AND EXECUTE AND DELIVER
TO THE GRANTORS SUCH DOCUMENTS AS THE GRANTORS SHALL REASONABLY REQUEST TO
EVIDENCE SUCH TERMINATION.
ANY REVERSION OR RETURN OF COLLATERAL UPON
TERMINATION OF THIS AGREEMENT AND ANY INSTRUMENTS OF TRANSFER OR TERMINATION
SHALL BE AT THE EXPENSE OF THE GRANTORS AND SHALL BE WITHOUT WARRANTY BY, OR
RECOURSE ON, THE SECURED PARTY.
AS USED IN THIS SECTION, "GRANTORS" INCLUDES
ANY ASSIGNS OF A GRANTOR, ANY PERSON HOLDING A SUBORDINATE SECURITY INTEREST IN
ANY OF THE COLLATERAL OR WHOEVER ELSE MAY BE LAWFULLY ENTITLED TO ANY PART OF
THE COLLATERAL.
SECTION 28.
GOVERNING LAW AND CONSTRUCTION.
THE VALIDITY,
CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE