THE
PLEDGOR WITH RESPECT TO ANY OF THE COLLATERAL IN THE SECURED PARTY'S POSSESSION
IF THE SECURED PARTY IN ITS REASONABLE JUDGMENT DETERMINES THAT SUCH ACTION WILL
NOT IMPAIR THE SECURITY INTEREST OR THE VALUE OF THE COLLATERAL, BUT A FAILURE
OF THE SECURED PARTY TO COMPLY WITH ANY SUCH REQUEST SHALL NOT OF ITSELF BE
DEEMED A FAILURE TO EXERCISE REASONABLE CARE.
SECTION 11.
DEFAULT.
EACH OF THE FOLLOWING OCCURRENCES SHALL CONSTITUTE
AN EVENT OF DEFAULT UNDER THIS AGREEMENT:
(A) THE PLEDGOR SHALL FAIL TO COMPLY
WITH ANY AGREEMENT, COVENANT OR TERM CONTAINED IN SECTION 5 OR 14 OF THIS
AGREEMENT AND SUCH FAILURE TO COMPLY SHALL CONTINUE FOR THIRTY (30) CALENDAR
DAYS AFTER WHICHEVER OF THE FOLLOWING DATES IS THE EARLIEST:
(I) THE DATE THE
PLEDGOR GIVES NOTICE OF SUCH FAILURE TO THE SECURED PARTY, (II) THE DATE THE
PLEDGOR SHOULD HAVE GIVEN NOTICE OF SUCH FAILURE TO THE SECURED PARTY PURSUANT
TO SECTION 10.1.6 OF THE AMENDED AND RESTATED CREDIT AGREEMENT, AND (III) THE
DATE THE SECURED PARTY GIVES NOTICE OF SUCH FAILURE TO THE PLEDGOR; OR (B) THE
PLEDGOR SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT APPLICABLE TO
THE PLEDGOR UNDER THIS AGREEMENT NOT SPECIFIED IN CLAUSE (A), ABOVE; OR (C) ANY
REPRESENTATION OR WARRANTY MADE BY THE PLEDGOR IN THIS AGREEMENT OR IN ANY
FINANCIAL STATEMENTS, REPORTS OR CERTIFICATES HEREWITH OR AT ANY TIME HEREAFTER
SUBMITTED BY OR ON BEHALF OF THE PLEDGOR TO THE SECURED PARTY PURSUANT TO THIS
AGREEMENT SHALL PROVE TO HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT
WHEN MADE; OR (D) ANY EVENT OF DEFAULT SHALL OCCUR UNDER THE AMENDED AND
RESTATED CREDIT AGREEMENT.
SECTION 12.
REMEDIES UPON DEFAULT.
IF ANY EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING:
6
12(A)
THE SECURED PARTY MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN
ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE
TO IT, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY ON DEFAULT UNDER REVISED
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE OF MINNESOTA
(THE "CODE") IN EFFECT AT THAT TIME (WHETHER OR NOT THE CODE THEN APPLIES TO THE
AFFECTED COLLATERAL), AND MAY, WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL
THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE
SALE, AT ANY EXCHANGE, BROKER'S BOARD OR AT ANY OF THE SECURED PARTY'S OFFICES
OR ELSEWHERE, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY, AND UPON SUCH OTHER
TERMS AS ARE COMMERCIALLY REASONABLE.
THE PLEDGOR AGREES THAT, TO THE EXTENT
NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN DAYS' PRIOR NOTICE TO THE
PLEDGOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY
PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE NOTIFICATION.
THE
SECURED PARTY SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL REGARDLESS
OF NOTICE OF SALE HAVING BEEN GIVEN.
THE SECURED PARTY MAY ADJOURN ANY