USE BY BORROWER FOR ANY BUSINESS OR
ENTERPRISE;
(D)
ALL 'GENERAL INTANGIBLES' OF BORROWER, WHETHER NOW OWNED OR
EXISTING, OR OWNED, ACQUIRED OR ARISING HEREAFTER, INCLUDING WITHOUT LIMITATION,
ALL PRESENT AND FUTURE DOMESTIC AND FOREIGN PATENTS, PATENT APPLICATIONS,
TRADEMARKS, TRADEMARK APPLICATIONS, COPYRIGHTS, TRADE NAMES, TRADE SECRETS,
PATENT AND TRADEMARK LICENSES (WHETHER BORROWER IS LICENSOR OR LICENSEE), SHOP
DRAWINGS, ENGINEERING DRAWINGS, BLUEPRINTS, SPECIFICATIONS, PARTS LISTS,
MANUALS, OPERATING INSTRUCTIONS, CUSTOMER AND SUPPLIER LISTS, LICENSES, PERMITS,
FRANCHISES, THE RIGHT TO USE BORROWER'S CORPORATE NAME AND THE GOODWILL OF
BORROWER'S BUSINESS;
(E)
ALL 'DEPOSIT ACCOUNTS' OF BORROWER, WHETHER NOW OWNED OR EXISTING,
OR OWNED, ACQUIRED OR ARISING HEREAFTER;
(F)
THE 'COMMERCIAL TORT CLAIMS' OF BORROWER DESCRIBED ON SCHEDULE I
ATTACHED HERETO;
(G)
ALL 'INVESTMENT PROPERTY' OF BORROWER, WHETHER NOW OWNED OR
EXISTING, OR OWNED, ACQUIRED OR ARISING HEREAFTER EXCLUDING, HOWEVER,
'INVESTMENT PROPERTY' PLEDGED TO SECURE BORROWER'S BOND IN FAVOR OF THE BUREAU
OF ALCOHOL, TOBACCO AND FIREARMS;
(H)
ALL 'LETTER OF CREDIT RIGHTS' OF BORROWER, WHETHER NOW OWNED OR
EXISTING, OR OWNED, ACQUIRED OR ARISING HEREAFTER; AND
(I)
ALL PRODUCTS AND 'PROCEEDS' OF ANY AND ALL OF THE FOREGOING AND
ALL PRODUCTS AND 'PROCEEDS' OF ANY OTHER COLLATERAL (AS HEREINAFTER DEFINED)
INCLUDING THE 'PROCEEDS' OF ANY INSURANCE COVERING ANY OF THE COLLATERAL.
All such Receivables, 'Inventory', 'Equipment', 'General Intangibles', 'Deposit
Accounts', 'Commercial Tort Claims', 'Investment Property', 'Letter of Credit
Rights', products and 'Proceeds', together with all other assets and properties
of Borrower in or on which Lender is now or hereafter granted a security
interest, mortgage, lien or encumbrance pursuant to this Agreement or otherwise,
are hereinafter sometimes referred to as 'Collateral'
4.
TERMS OF LENDING; ETC.
4A
REVOLVING CREDIT LOAN ADVANCES.
(A)
AT THE REQUEST OF BORROWER, LENDER AGREES, SUBJECT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, TO MAKE LOANS (EACH SUCH LOAN BEING HEREIN
SOMETIMES CALLED INDIVIDUALLY AN "ADVANCE" AND COLLECTIVELY THE "ADVANCES") TO
BORROWER FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE DATE
HEREOF AND ENDING ON THE REVOLVING
9
CREDIT TERMINATION DATE; PROVIDED, HOWEVER, THAT LENDER SHALL NOT BE REQUIRED TO
MAKE ANY ADVANCE IF, AFTER GIVING EFFECT TO SUCH ADVANCE, THE TOTAL USAGE WOULD
EXCEED THE REVOLVING CREDIT COMMITMENT. THE AMOUNT OF EACH SUCH ADVANCE SHALL BE
CHARGED TO BORROWER'S LOAN ACCOUNT.
(B)
IN ORDER TO OBTAIN AN ADVANCE, BORROWER SHALL GIVE WRITTEN OR
TELEPHONIC NOTICE TO LENDER, BY NOT LATER THAN 1:00 P.M. (MINNEAPOLIS TIME) ON
THE DATE THE REQUESTED ADVANCE IS TO BE MADE LENDER, SHALL MAKE SUCH ADVANCE BY
TRANSFERRING THE AMOUNT THEREOF IN IMMEDIATELY AVAILABLE FUNDS FOR CREDIT TO AN
ACCOUNT (OTHER THAN A PAYROLL ACCOUNT) OF BORROWER AT LENDER, AS SPECIFIED IN
SUCH NOTICE; PROVIDED, HOWEVER, THAT NO REQUEST FOR AN ADVANCE SHALL BE REQUIRED
IF SUCH ADVANCE IS TO BE MADE UNDER THAT CERTAIN EXECUSWEEP-LOAN SWEEP AGREEMENT
DATED AS OF JUNE 10, 1998 (THE "CASH MANAGEMENT AGREEMENT") BETWEEN BORROWER AND
LENDER AND EACH SUCH ADVANCE SHALL DEEMED TO HAVE BEEN REQUESTED BY BORROWER
UNDER THIS AGREEMENT.