consumed in the production of any of the foregoing
2
and supplies, in each case wherever the same shall be located, whether in
transit, on consignment, in retail outlets, warehouses, terminals or otherwise,
and all property the sale, lease or other disposition of which has given rise to
an Account and which has been returned to the Grantors or repossessed by the
Grantors or stopped in transit.
"Investment Property":
A security, whether certificated or uncertificated, a
security entitlement, a securities account and all financial assets therein, a
commodity contract or a commodity account.
"Letter of Credit Right":
A right to payment or performance under a letter of
credit, whether or not the beneficiary has demanded or is at the time entitled
to demand payment or performance.
"Lien":
Any security interest, mortgage, pledge, lien, charge, encumbrance,
title retention agreement or analogous instrument or device (including the
interest of the lessors under capitalized leases), in, of or on any assets or
properties of the Person referred to.
"Obligations":
(a) All indebtedness, liabilities and obligations of the
Grantors to the Secured Party and the Lenders of every kind, nature or
description under the Amended and Restated Credit Agreement, including the
Grantors' obligation on any promissory note or notes under the Amended and
Restated Credit Agreement, and any note or notes hereafter issued in
substitution or replacement thereof, (b) all liabilities of the Grantors under
this Agreement, and (c) in all of the foregoing cases whether due or to become
due, and whether now existing or hereafter arising or incurred.
"Person":
Any individual, corporation, partnership, limited partnership,
limited liability company, joint venture, firm, association, trust,
unincorporated organization, government or governmental agency or political
subdivision or any other entity, whether acting in an individual, fiduciary or
other capacity.
"Security Interest":
As defined in Section 2.
1(B)
ALL OTHER TERMS USED IN THIS AGREEMENT WHICH ARE NOT SPECIFICALLY
DEFINED HEREIN SHALL HAVE THE MEANING ASSIGNED TO SUCH TERMS IN ARTICLE 9 OF THE
UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF MINNESOTA.
1(C)
UNLESS THE CONTEXT OF THIS AGREEMENT OTHERWISE CLEARLY REQUIRES,
REFERENCES TO THE PLURAL INCLUDE THE SINGULAR, THE SINGULAR, THE PLURAL AND "OR"
HAS THE INCLUSIVE MEANING REPRESENTED BY THE PHRASE "AND/OR."
THE WORDS
"INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE
PHRASE "WITHOUT LIMITATION."
THE WORDS "HEREOF," "HEREIN," "HEREUNDER" AND
SIMILAR TERMS IN THIS AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT.
REFERENCES TO SECTIONS ARE
REFERENCES TO SECTIONS IN THIS AMENDED AND RESTATED SECURITY AGREEMENT UNLESS
OTHERWISE PROVIDED.
SECTION 2.
GRANT OF SECURITY INTEREST.
AS SECURITY FOR THE
PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS, EACH GRANTOR HEREBY GRANTS TO
THE SECURED PARTY, FOR THE RATABLE BENEFIT OF THE SECURED PARTY AND THE LENDERS,
A SECURITY INTEREST (THE "SECURITY INTEREST") IN ALL OF SUCH GRANTOR'S RIGHTS,
TITLES, AND INTERESTS IN AND TO THE FOLLOWING, WHETHER NOW OR HEREAFTER OWNED,
EXISTING, ARISING OR ACQUIRED AND WHEREVER