kind, nature or
description under the Amended and Restated Credit Agreement, including the Loan
Parties' obligation on any promissory note or notes issued under the Amended and
Restated Credit Agreement and any note or notes hereafter issued in substitution
or replacement thereof, and (b) all liabilities of the Pledgor under this
Agreement, 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.
"Pledged Shares":
As defined in Recital B above.
"Security Interest":
As defined in Section 2.
1(B)
TERMS DEFINED IN UNIFORM COMMERCIAL CODE.
ALL OTHER TERMS USED IN
THIS AGREEMENT THAT ARE NOT SPECIFICALLY DEFINED HEREIN OR THE DEFINITIONS OF
WHICH ARE NOT INCORPORATED HEREIN BY REFERENCE SHALL HAVE THE MEANING ASSIGNED
TO SUCH TERMS IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE
STATE OF MINNESOTA AS IT MAY BE AMENDED, REVISED, SUPPLEMENTED OR MODIFIED FROM
TIME TO TIME, TO THE EXTENT SUCH OTHER TERMS ARE DEFINED THEREIN.
1(C)
SINGULAR/PLURAL, ETC.
UNLESS THE CONTEXT OF THIS AGREEMENT
OTHERWISE CLEARLY REQUIRES, REFERENCES TO THE PLURAL INCLUDE THE SINGULAR, 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 PLEDGE AGREEMENT UNLESS
OTHERWISE PROVIDED.
2
SECTION 2.
PLEDGE.
AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF ALL
OF THE OBLIGATIONS, THE PLEDGOR HEREBY PLEDGES AND GRANTS TO THE SECURED PARTY,
FOR THE RATABLE BENEFIT OF THE SECURED PARTY AND THE LENDERS, A SECURITY
INTEREST (THE "SECURITY INTEREST") IN THE FOLLOWING, INCLUDING ANY SECURITIES
ACCOUNT CONTAINING A SECURITIES ENTITLEMENT WITH RESPECT TO THE FOLLOWING (THE
"COLLATERAL"):
2(A)
THE PLEDGED SHARES AND THE CERTIFICATES REPRESENTING THE PLEDGED
SHARES, AND ALL DIVIDENDS, CASH, INSTRUMENTS AND OTHER PROPERTY FROM TIME TO
TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN EXCHANGE
FOR ANY OR ALL OF THE PLEDGED SHARES.
2(B)
ALL ADDITIONAL EQUITY INTERESTS OF ANY ISSUER OF THE PLEDGED SHARES
FROM TIME TO TIME ACQUIRED BY THE PLEDGOR IN ANY MANNER, AND THE CERTIFICATES
REPRESENTING SUCH ADDITIONAL SHARES, AND ALL DIVIDENDS, CASH, INSTRUMENTS AND
OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED
IN RESPECT OF OR IN EXCHANGE FOR ANY OR ALL OF SUCH SHARES.
2(C)
ALL PROCEEDS OF ANY AND ALL OF THE FOREGOING
(INCLUDING PROCEEDS THAT
CONSTITUTE PROPERTY OF TYPES DESCRIBED ABOVE).
SECTION 3.
DELIVERY OF COLLATERAL.
ALL CERTIFICATES AND INSTRUMENTS
REPRESENTING OR EVIDENCING THE PLEDGED SHARES WHICH HAVE NOT BEEN PREVIOUSLY
DELIVERED TO THE SECURED PARTY