Excepted Property. There is, however, expressly excepted and excluded from the security interest and operation of this Security Agreement the following described property of the Company, now owned or hereafter acquired (collectively, the "Excepted Property"): (A) All cash on hand or in banks or other financial institutions (excluding proceeds of the Trust Estate, including the Collateral, in which the security interest created by the Indenture or this Security Agreement continues to be perfected pursuant to the Uniform Commercial Code, for so long as such perfection continues, and also excluding amounts deposited or required to be deposited with the Trustee pursuant to the Indenture) claims, choses in action and judgments, contracts and contract rights (except to the extent set forth in Section 3(A) of this Security Agreement), shares, stocks, interests, participations or other equivalents (including, without limitation, any interest of the Company in the National Rural Utilities Cooperative Finance Corporation or in CoBank, ACB, but excluding shares of stock or other ownership interests of the Company in any Subsidiary then issuing Designated Qualifying Securities), Undesignated Qualifying Securities, allowances for emissions or similar rights granted by any governmental authority, bonds, notes, repurchase agreements, evidences of indebtedness and other securities and instruments, bills, patents, patent licenses and other patent rights, patent applications, service marks, trade names and trademarks, other than (i) Pledged Securities, (ii) Designated Qualifying Securities and (iii) any other property referred to in this paragraph which is specifically described in Section 3(A) of this Security Agreement or is by the express provisions of this Security Agreement or the Indenture subjected or required to be subjected to the lien hereof or thereof; (B) all automobiles, buses, trucks, truck cranes, tractors, trailers, rolling stock, railcars and similar vehicles and movable equipment, and all parts, tools, accessories and supplies used in connection with any of the foregoing; (C) all vessels, boats, barges and other marine equipment, all airplanes, airplane engines and other flight equipment, and all parts, tools, accessories and supplies used in connection with any of the foregoing; (D) all goods, inventory, wares and merchandise acquired or produced for the purpose of resale in the ordinary course of business, all materials and supplies and other personal property, other than fuel, which are consumable (otherwise than by ordinary wear and tear) in their use in the operation of the business of the Company, and all hand and other portable tools and equipment; (E) all office furniture, equipment and supplies and all data processing, accounting and other computer equipment, software and supplies; (F) all leasehold interests of the Company (for other than office purposes) under leases for an original term (including any period for which the Company shall have a right of renewal) of less than five (5) years; (G) all leasehold interests for office purposes; (H) all timber separated from the land included in the Trust Estate and all coal, ore, gas (natural or otherwise), oil and other minerals, mined, extracted or otherwise separated from the land included in the Trust Estate and all electric energy, gas, steam, water and other products generated, produced or purchased; (I) the last day of the term of each leasehold estate (oral or written) and any agreement therefor, now or hereafter enjoyed by the Company and whether falling within a general or specific description of property herein; provided, however, that the Company covenants and agrees that it will hold each such last day in trust for the use and the benefit of the Holders; (J) all permits, licenses, franchises, leases, contracts, agreements, contract rights and other rights not specifically subjected or required to be subjected to the lien of the Indenture by the express provisions of the Indenture, whether now owned or hereafter acquired by the Company, which by their terms or by reason of applicable law would become void or voidable if granted, conveyed, mortgaged, transferred, assigned or pledged by this Security Agreement without the consent of other parties whose consent is not secured, or without subjecting the Trustee to a liability not otherwise contemplated by the provisions of the Indenture, or the granting, conveying, mortgaging, transferring or assigning of which would result in a breach or a default thereof or would permit the termination or cancellation thereof, or which otherwise may not be hereby lawfully and effectively granted, conveyed, mortgaged, transferred and assigned by the Company; (K) all personal property which is (i) located outside the State of Georgia, (ii) not specifically described in Section 3 of this Security Agreement, (iii) not specifically subjected or required to be subjected to the lien of this Security Agreement or the Indenture by any provision hereof or thereof, and (iv) not part of or used or for use in connection with any property specifically subjected or required to be subjected to the lien hereof by the express provisions of this Security Agreement or the Indenture; (L) all personal property located outside the State of Georgia in which a security interest cannot be perfected solely by the filing of a financing statement under the Uniform Commercial Code; (M) all personal property in which a security interest cannot be lawfully perfected under the laws of the United States or of any state or in which the grant of a security interest would in the Opinion of Counsel be prohibited by applicable law; (N) all property released pursuant to the last paragraph of Section 5.2 of the Indenture; (O) all nuclear fuel located outside the State of Georgia; and (P) the property described on Exhibit B hereto. PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under the Indenture or any receiver appointed pursuant to a statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate (including the Collateral), all the Excepted Property described or referred to in the foregoing paragraphs (A) through (H), inclusive, then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in paragraphs (I), (J), (L), (N) and (P) (excluding the property described in Section 2 of Exhibit B hereto), upon demand of the Trustee or such other trustee or receiver, become subject to the security interest hereof to the extent permitted by law, and the Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take possession thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate (including the Collateral) shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the security interest hereof to the extent and otherwise as hereinabove set forth.
Appears in 1 contract
Excepted Property. There isThe Company reserves the right, howeverwithout any consent, vote or other action by holders of bonds of the Forty-first Series, the Forty-second Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows: To amend the paragraph on pages 47-48 of the Original Mortgage (and the corresponding provision in each supplemental indenture thereto) to read substantially as follows: Provided that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted and excluded from the security interest Lien and operation of this Security Agreement the following described property of the Company, now owned or hereafter acquired Indenture (collectively, the "herein sometimes called “Excepted Property"”):
(Aa) All all cash on hand or in banks or other financial institutions (excluding proceeds institutions, deposit accounts, securities accounts, shares of stock, interests in business trusts, general or limited partnerships or limited liability companies, bonds, notes, mortgages, other evidences of indebtedness and other securities, security entitlements, commodities accounts and other investment property and policies of insurance on lives of officers of the Trust EstateCompany, including the Collateralof whatsoever kind and nature, in which the security interest created not hereafter paid or delivered to, deposited with or held by the Indenture or this Security Agreement continues to be perfected pursuant to the Uniform Commercial Code, for so long as such perfection continues, and also excluding amounts deposited Corporate Trustee hereunder or required so to be deposited with be;
(b) all contracts, leases, operating agreements and other agreements of whatsoever kind and nature and rights thereunder (other than the Trustee pursuant to Company’s franchises, permits and licenses that are transferable and necessary for the Indenture) claimsoperation of the Mortgaged and DB1/65395200.3 Pledged Property); all bills, choses in action notes and judgments, contracts other instruments and contract rights chattel paper (except to the extent set forth that any of the same constitute securities, security entitlements or investment property, in Section 3(A) which case they are separately excepted from the Lien of this Security AgreementIndenture under clause (a) above); all revenues, sharesincome and earnings, stocksall accounts, interestsaccounts receivable, participations rights to payment, payment intangibles and unbilled revenues, rights or other equivalents (including, without limitation, any interest property consisting of the Company in the National Rural Utilities Cooperative Finance Corporation or in CoBank, ACB, but excluding shares of stock or other ownership interests of the Company in any Subsidiary then issuing Designated Qualifying Securities), Undesignated Qualifying Securities, allowances for emissions or similar rights granted by any statute or governmental authorityaction to ▇▇▇▇ and collect revenues or other amounts from customers or others, bonds, notes, repurchase agreements, evidences of indebtedness including rate stabilization charges and other securities special charges, and instrumentsall rents, billstolls, issues, product and profits, dividends, income, claims, credits, demands and judgments; all governmental and other licenses, permits and franchises (other than the Company’s franchises, permits and licenses that are transferable and necessary for the operation of Mortgaged and Pledged Property); all unrecorded easements and rights of way; all consents and allowances, including emission allowances and regulatory assets; all documents, including warehouse receipts; all cooperative interests; and all patents, patent licenses and other patent rights, patent applications, service markstrade names, trade names and trademarks, copyrights and other than (i) Pledged Securitiesintellectual property; and all claims, (ii) Designated Qualifying Securities credits, choses in action, commercial tort claims, tax credits and (iii) any other intangible property referred to in this paragraph which is specifically described in Section 3(A) of this Security Agreement or is by the express provisions of this Security Agreement or the Indenture subjected or required to be subjected to the lien hereof or thereofand general intangibles including, but not limited to, computer software;
(Bc) all automobiles, buses, trucks, truck cranes, tractors, trailers, rolling stock, railcars trailers and similar vehicles and movable equipment; all rolling stock, rail cars and other railroad equipment; all vessels, boats, barges, and other marine equipment; all airplanes, helicopters, aircraft engines and other flight equipment; all parts, tools, accessories and supplies used in connection with any of the foregoing; and all personal property of such character that the perfection of a security interest therein or other Lien thereon is not governed by the Uniform Commercial Code as in effect in the jurisdiction in which the Company is organized;
(Cd) all vessels, boats, barges merchandise and other marine equipment, all airplanes, airplane engines and other flight equipment, and all parts, tools, accessories and supplies used in connection with any of the foregoing;
(D) all goods, inventory, wares and merchandise appliances acquired or produced for the purpose of resale in the ordinary course of business, all materials and supplies and other personal property, other than fuel, which are consumable (otherwise than by ordinary wear and tear) in their use in the operation conduct of the business of the Company, and all hand and other portable tools and equipment;
(E) all office furniture, equipment materials and supplies and all data processing, accounting and other computer equipment, software and supplies;
(F) all leasehold interests held for consumption in operation or held in advance of the Company (use thereof for other than office purposes) under leases for an original term (including any period for which the Company shall have a right of renewal) of less than five (5) years;
(G) all leasehold interests for office fixed capital purposes;
(He) all timber separated from the land included in the Trust Estate electric energy and all coal, ore, gas (natural or otherwise), oil and other minerals, mined, extracted or otherwise separated from the land included in the Trust Estate and all electric energycapacity, gas, steam, water steam and other materials and products generated, manufactured, produced or purchasedpurchased by the Company for sale, distribution or use in the ordinary course and conduct of its business;
(If) all property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the DB1/65395200.3 Company in and to such property and in, to and under such lease agreement, whether or not such lease agreement is intended as security and the last day of the term of each any lease or leasehold estate (oral or written) and any agreement therefor, now or which may hereafter enjoyed by the Company and whether falling within a general or specific description of property herein; provided, however, that the Company covenants and agrees that it will hold each such last day in trust for the use and the benefit of the Holders;
(J) all permits, licenses, franchises, leases, contracts, agreements, contract rights and other rights not specifically subjected or required to be subjected become subject to the lien of the Indenture by the express provisions of the Indenture, whether now owned or hereafter acquired by the Company, which by their terms or by reason of applicable law would become void or voidable if granted, conveyed, mortgaged, transferred, assigned or pledged by this Security Agreement without the consent of other parties whose consent is not secured, or without subjecting the Trustee to a liability not otherwise contemplated by the provisions of the Indenture, or the granting, conveying, mortgaging, transferring or assigning of which would result in a breach or a default thereof or would permit the termination or cancellation thereof, or which otherwise may not be hereby lawfully and effectively granted, conveyed, mortgaged, transferred and assigned by the Company;
(K) all personal property which is (i) located outside the State of Georgia, (ii) not specifically described in Section 3 of this Security Agreement, (iii) not specifically subjected or required to be subjected to the lien of this Security Agreement or the Indenture by any provision hereof or thereof, and (iv) not part of or used or for use in connection with any property specifically subjected or required to be subjected to the lien hereof by the express provisions of this Security Agreement or the Indenture;
(L) all personal property located outside the State of Georgia in which a security interest cannot be perfected solely by the filing of a financing statement under the Uniform Commercial Code;
(M) all personal property in which a security interest cannot be lawfully perfected under the laws of the United States or of any state or in which the grant of a security interest would in the Opinion of Counsel be prohibited by applicable law;
(N) all property released pursuant to the last paragraph of Section 5.2 of the Indenture;
(O) all nuclear fuel located outside the State of GeorgiaLien hereof; and
(Pg) all property, real, personal and mixed, which subsequent to September 1, 1945 has been released from the property described on Exhibit B hereto. PROVIDED, HOWEVER, that if, upon the occurrence Lien of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under the Indenture or any receiver appointed pursuant to a statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate (including the Collateral), all the Excepted Property described or referred to in the foregoing paragraphs (A) through (H), inclusive, then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in paragraphs (I), (J), (L), (N) and (P) (excluding the property described in Section 2 of Exhibit B hereto), upon demand of the Trustee or such other trustee or receiver, become subject to the security interest hereof to the extent permitted by lawthis Indenture, and the Trustee any improvements, extensions and additions to such properties and renewals, replacements and substitutions of or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take possession for any parts thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate (including the Collateral) shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the security interest hereof to the extent and otherwise as hereinabove set forth.
Appears in 1 contract
Sources: Supplemental Agreement (Allete Inc)
Excepted Property. There isThe Company reserves the right, howeverwithout any consent, vote or other action by holders of bonds of the Thirty-eighth Series, the Thirty-ninth Series, the Fortieth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows: To amend the paragraph on pages 47-48 of the Original Mortgage (and the corresponding provision in each supplemental indenture thereto) to read substantially as follows: Provided that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted and excluded from the security interest Lien and operation of this Security Agreement the following described property of the Company, now owned or hereafter acquired Indenture (collectively, the "herein sometimes called “Excepted Property"”):
(Aa) All all cash on hand or in banks or other financial institutions (excluding proceeds institutions, deposit accounts, securities accounts, shares of stock, interests in business trusts, general or limited partnerships or limited liability companies, bonds, notes, mortgages, other evidences of indebtedness and other securities, security entitlements, commodities accounts and other investment property and policies of insurance on lives of officers of the Trust EstateCompany, including the Collateralof whatsoever kind and nature, in which the security interest created not hereafter paid or delivered to, deposited with or held by the Indenture or this Security Agreement continues to be perfected pursuant to the Uniform Commercial Code, for so long as such perfection continues, and also excluding amounts deposited Corporate Trustee hereunder or required so to be deposited with be;
(b) all contracts, leases, operating agreements and other agreements of whatsoever kind and nature and rights thereunder (other than the Trustee pursuant to Company’s franchises, permits and licenses that are transferable and necessary for the Indenture) claimsoperation of the Mortgaged and Pledged Property); all bills, choses in action notes and judgments, contracts other instruments and contract rights chattel paper (except to the extent set forth that any of the same constitute securities, security entitlements or investment property, in Section 3(A) which case they are separately excepted from the Lien of this Security AgreementIndenture under clause (a) above); all revenues, sharesincome and earnings, stocksall accounts, interestsaccounts receivable, participations rights to payment, payment intangibles and unbilled revenues, rights or other equivalents (including, without limitation, any interest property consisting of the Company in the National Rural Utilities Cooperative Finance Corporation or in CoBank, ACB, but excluding shares of stock or other ownership interests of the Company in any Subsidiary then issuing Designated Qualifying Securities), Undesignated Qualifying Securities, allowances for emissions or similar rights granted by any statute or governmental authorityaction to ▇▇▇▇ and collect revenues or other amounts from customers or others, bonds, notes, repurchase agreements, evidences of indebtedness including rate stabilization charges and other securities special charges, and instrumentsall rents, billstolls, issues, product and profits, dividends, income, claims, credits, demands and judgments; all governmental and other licenses, permits and franchises (other than the Company’s franchises, permits and licenses that are transferable and necessary for the operation of Mortgaged and Pledged Property); all unrecorded easements and rights of way; all consents and allowances, including emission allowances and regulatory assets; all documents, including warehouse receipts; all cooperative interests; and all patents, patent licenses and other patent rights, patent applications, service markstrade names, trade names and trademarks, copyrights and other than (i) Pledged Securitiesintellectual property; and all claims, (ii) Designated Qualifying Securities credits, choses in action, commercial tort claims, tax credits and (iii) any other intangible property referred to in this paragraph which is specifically described in Section 3(A) of this Security Agreement or is by the express provisions of this Security Agreement or the Indenture subjected or required to be subjected to the lien hereof or thereofand general intangibles including, but not limited to, computer software;
(Bc) all automobiles, buses, trucks, truck cranes, tractors, trailers, rolling stock, railcars trailers and similar vehicles and movable equipment; all rolling stock, rail cars and other railroad equipment; all vessels, boats, barges, and other marine equipment; all airplanes, helicopters, aircraft engines and other flight equipment; all parts, tools, accessories and supplies used in connection with any of the foregoing; and all personal property of such character that the perfection of a security interest therein or other Lien thereon is not governed by the Uniform Commercial Code as in effect in the jurisdiction in which the Company is organized;
(Cd) all vessels, boats, barges merchandise and other marine equipment, all airplanes, airplane engines and other flight equipment, and all parts, tools, accessories and supplies used in connection with any of the foregoing;
(D) all goods, inventory, wares and merchandise appliances acquired or produced for the purpose of resale in the ordinary course of business, all materials and supplies and other personal property, other than fuel, which are consumable (otherwise than by ordinary wear and tear) in their use in the operation conduct of the business of the Company, and all hand and other portable tools and equipment;
(E) all office furniture, equipment materials and supplies and all data processing, accounting and other computer equipment, software and supplies;
(F) all leasehold interests held for consumption in operation or held in advance of the Company (use thereof for other than office purposes) under leases for an original term (including any period for which the Company shall have a right of renewal) of less than five (5) years;
(G) all leasehold interests for office fixed capital purposes;
(He) all timber separated from the land included in the Trust Estate electric energy and all coal, ore, gas (natural or otherwise), oil and other minerals, mined, extracted or otherwise separated from the land included in the Trust Estate and all electric energycapacity, gas, steam, water steam and other materials and products generated, manufactured, produced or purchasedpurchased by the Company for sale, distribution or use in the ordinary course and conduct of its business;
(If) all property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company in and to such property and in, to and under such lease agreement, whether or not such lease agreement is intended as security and the last day of the term of each any lease or leasehold estate (oral or written) and any agreement therefor, now or which may hereafter enjoyed by the Company and whether falling within a general or specific description of property herein; provided, however, that the Company covenants and agrees that it will hold each such last day in trust for the use and the benefit of the Holders;
(J) all permits, licenses, franchises, leases, contracts, agreements, contract rights and other rights not specifically subjected or required to be subjected become subject to the lien of the Indenture by the express provisions of the Indenture, whether now owned or hereafter acquired by the Company, which by their terms or by reason of applicable law would become void or voidable if granted, conveyed, mortgaged, transferred, assigned or pledged by this Security Agreement without the consent of other parties whose consent is not secured, or without subjecting the Trustee to a liability not otherwise contemplated by the provisions of the Indenture, or the granting, conveying, mortgaging, transferring or assigning of which would result in a breach or a default thereof or would permit the termination or cancellation thereof, or which otherwise may not be hereby lawfully and effectively granted, conveyed, mortgaged, transferred and assigned by the Company;
(K) all personal property which is (i) located outside the State of Georgia, (ii) not specifically described in Section 3 of this Security Agreement, (iii) not specifically subjected or required to be subjected to the lien of this Security Agreement or the Indenture by any provision hereof or thereof, and (iv) not part of or used or for use in connection with any property specifically subjected or required to be subjected to the lien hereof by the express provisions of this Security Agreement or the Indenture;
(L) all personal property located outside the State of Georgia in which a security interest cannot be perfected solely by the filing of a financing statement under the Uniform Commercial Code;
(M) all personal property in which a security interest cannot be lawfully perfected under the laws of the United States or of any state or in which the grant of a security interest would in the Opinion of Counsel be prohibited by applicable law;
(N) all property released pursuant to the last paragraph of Section 5.2 of the Indenture;
(O) all nuclear fuel located outside the State of GeorgiaLien hereof; and
(Pg) all property, real, personal and mixed, which subsequent to September 1, 1945 has been released from the property described on Exhibit B hereto. PROVIDED, HOWEVER, that if, upon the occurrence Lien of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under the Indenture or any receiver appointed pursuant to a statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate (including the Collateral), all the Excepted Property described or referred to in the foregoing paragraphs (A) through (H), inclusive, then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in paragraphs (I), (J), (L), (N) and (P) (excluding the property described in Section 2 of Exhibit B hereto), upon demand of the Trustee or such other trustee or receiver, become subject to the security interest hereof to the extent permitted by lawthis Indenture, and the Trustee any improvements, extensions and additions to such properties and renewals, replacements and substitutions of or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take possession for any parts thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate (including the Collateral) shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the security interest hereof to the extent and otherwise as hereinabove set forth.
Appears in 1 contract
Sources: Supplemental Indenture (Allete Inc)
Excepted Property. There isExpressly excepting and excluding, however, expressly excepted and excluded from the security interest and operation Lien of this Security Agreement Indenture all right, title and interest of the Company in and to the following described property of the Companyproperty, whether now owned or hereafter acquired (collectively, the "herein sometimes called “Excepted Property"”):
(Aa) All all cash on hand or in banks or other financial institutions (excluding proceeds institutions, cash equivalents, deposit accounts, shares of the Trust Estatestock, including the Collateralinterests in general or limited partnerships or limited liability entities, in which the security interest created bonds, notes, other evidences of indebtedness and other securities, of whatsoever kind and nature, not hereafter paid or delivered to, deposited with or held by the Indenture or this Security Agreement continues to be perfected pursuant to the Uniform Commercial Code, for so long as such perfection continues, and also excluding amounts deposited Trustee hereunder or required by the express terms of this Indenture so to be deposited with the Trustee pursuant be;
(b) all contracts (other than gas supply contracts referred to the Indenture) claimsin granting Clause III above), choses in action leases, operating agreements and judgmentsother agreements of whatsoever kind and nature; all contract rights, contracts bills, notes and contract rights other instruments and chattel paper (except to the extent set forth that any of the same constitute securities, in Section 3(A) which case they are separately excepted from the Lien of this Security AgreementIndenture under clause (a) above); all revenues, sharesincome and earnings, stocksall accounts, interestsaccounts receivable and unbilled revenues, participations or and all rents, tolls, issues, product and profits, claims, credits, demands and judgments; all governmental and other equivalents licenses, permits, franchises, consents and allowances (including, without limitation, except to the extent that any interest of the Company same are specifically described in Granting Clause I above, in which case they are included within the National Rural Utilities Cooperative Finance Corporation or in CoBank, ACB, but excluding shares Lien of stock or other ownership interests of the Company in any Subsidiary then issuing Designated Qualifying Securitiesthis Indenture), Undesignated Qualifying Securities, allowances for emissions or similar rights granted by any governmental authority, bonds, notes, repurchase agreements, evidences of indebtedness ; and other securities and instruments, bills, all patents, patent licenses and other patent rights, patent applications, service markstrade names, trade names and trademarks, copyrights, domain names, claims, credits, choses in action and other than (i) Pledged Securitiesintangible property and general intangibles including, (ii) Designated Qualifying Securities and (iii) any other property referred to in this paragraph which is specifically described in Section 3(A) of this Security Agreement or is by the express provisions of this Security Agreement or the Indenture subjected or required to be subjected to the lien hereof or thereofbut not limited to, computer software;
(Bc) all gas and by-products thereof, materials, supplies, merchandise, goods and appliances held for the purpose of sale in the ordinary course of business; and all fuel, materials, supplies and similar personal property which is consumable in its use in the operation of the plants or systems of the Company;
(d) all automobiles, buses, trucks, truck cranes, tractors, trailers, rolling stock, railcars trailers and similar vehicles and movable equipment; all rolling stock, rail cars and other railroad equipment; all vessels, boats, barges and other marine equipment; all airplanes, helicopters, aircraft engines and other flight equipment; all parts, tools, accessories and supplies used in connection with any of the foregoing;
(C) all vessels, boats, barges and other marine equipment, all airplanes, airplane engines and other flight equipment, and all parts, tools, accessories and supplies used in connection with any of the foregoing;
(De) all goods, inventorystock in trade, wares wares, merchandise and merchandise acquired or produced inventory held for the purpose of resale sale or lease in the ordinary course of business; all materials, all materials and supplies supplies, inventory and other items of personal property, other than fuel, property which are consumable (otherwise than by ordinary wear and tear) in their use in the operation of the business Mortgaged Property; all fuel, whether or not any such fuel is in a form consumable in the operation of the CompanyMortgaged Property, and including separate components of any fuel in the forms in which such components exist at any time before, during or after the period of the use thereof as fuel; all hand and other portable tools and equipment; and computers and data processing, data storage, data transmission, telecommunications and other facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical purposes or are otherwise not necessary for the operation or maintenance of the facilities, machinery, equipment or fixtures described or referred to Granting Clause II above;
(Ef) all office furnitureproperty, equipment and supplies and all data processingreal or personal, accounting and other computer equipmentlocated in Northampton County, software and suppliesPennsylvania;
(Fg) all leasehold interests property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company (for other than office purposes) in and to such property and in, to and under leases for an original term (including any period for which the Company shall have a right of renewal) of less than five (5) yearssuch lease agreement, whether or not such lease agreement is intended as security;
(Gh) all leasehold interests for office purposes;gas meters and related equipment; and
(Hi) all timber separated from the land included in the Trust Estate and all coalproperty, orereal, gas (natural personal or otherwise)mixed, oil and other minerals, mined, extracted or otherwise separated from the land included in the Trust Estate and all electric energy, gas, steam, water and other products generated, produced or purchased;
(I) the last day of the term of each leasehold estate (oral or written) and any agreement therefor, now or hereafter enjoyed acquired by the Company and whether falling within a general or specific description for the purpose of property hereinenvironmental remediation of such property; provided, however, that the Company covenants and agrees that it will hold each such last day in trust for the use and the benefit of the Holders;
(J) all permitsthat, licenses, franchises, leases, contracts, agreements, contract rights and other rights not specifically subjected or required subject to be subjected to the lien of the Indenture by the express provisions of the Indenture, whether now owned or hereafter acquired by the Company, which by their terms or by reason of applicable law would become void or voidable if granted, conveyed, mortgaged, transferred, assigned or pledged by this Security Agreement without the consent of other parties whose consent is not secured, or without subjecting the Trustee to a liability not otherwise contemplated by the provisions of the Indenture, or the granting, conveying, mortgaging, transferring or assigning of which would result in a breach or a default thereof or would permit the termination or cancellation thereof, or which otherwise may not be hereby lawfully and effectively granted, conveyed, mortgaged, transferred and assigned by the Company;
(K) all personal property which is (i) located outside the State of GeorgiaSection 13.3, (iix) not specifically described in Section 3 of this Security Agreement, (iii) not specifically subjected or required to be subjected to the lien of this Security Agreement or the Indenture by any provision hereof or thereof, and (iv) not part of or used or for use in connection with any property specifically subjected or required to be subjected to the lien hereof by the express provisions of this Security Agreement or the Indenture;
(L) all personal property located outside the State of Georgia in which a security interest cannot be perfected solely by the filing of a financing statement under the Uniform Commercial Code;
(M) all personal property in which a security interest cannot be lawfully perfected under the laws of the United States or of any state or in which the grant of a security interest would in the Opinion of Counsel be prohibited by applicable law;
(N) all property released pursuant to the last paragraph of Section 5.2 of the Indenture;
(O) all nuclear fuel located outside the State of Georgia; and
(P) the property described on Exhibit B hereto. PROVIDED, HOWEVER, that if, upon at any time after the occurrence of an Event of DefaultDefault that is continuing, the Trustee, or any separate trustee or co-trustee appointed under the Indenture Section 11.14 or any receiver appointed pursuant to a statutory provision Section 10.8 or order of courtotherwise, shall have entered into possession of all or substantially all of the Trust Estate (including the Collateral)Mortgaged Property, all the Excepted Property described or referred to in the foregoing paragraphs clauses (A) through (Hc), inclusive(d) and (e), then owned or held or thereafter acquired by the Company, to the extent that the same is used in connection with, or otherwise relates or is attributable to, the Mortgaged Property, shall immediately, and, in the case of any Excepted Property described or referred to in paragraphs clause (Ig), (J)to the extent that the same is used in connection with, (L)or otherwise relates or is attributable to, (N) and (P) (excluding the property described in Section 2 of Exhibit B hereto)Mortgaged Property, upon demand of the Trustee or such other trustee or receiver, become subject to the security interest hereof Lien of this Indenture to the extent permitted not prohibited by lawlaw or by the terms of any other Lien on such Excepted Property, and the Trustee or such other trustee or receiver may, to the extent permitted not prohibited by lawlaw or by the terms of any such other Lien (and subject to the rights of the holders of all such other Liens), at the same time likewise take possession thereof, and (y) whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate (including the Collateral) Mortgaged Property shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the security interest Lien hereof to the extent set forth above; it being understood that the Company may, however, pursuant to Granting Clause IV, make subject to the Lien of this Indenture any Excepted Property, whereupon the same shall cease to be Excepted Property; SUBJECT, HOWEVER, to (a) Liens existing at the date of the execution and delivery of this Indenture, as originally executed and delivered, and (b) any Permitted Liens. TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever; and IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of the Holders from time to time of Outstanding Securities as more fully set forth herein; and PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article 9 or Article 14 hereof, and if, thereafter, the principal of and premium, if any, and interest, if any, on the Securities shall have been paid to the Holders thereof, or shall have been paid to the Company pursuant to Section 6.3 hereof, then and in that case this Indenture shall terminate, and the Trustee shall execute and deliver to the Company such instruments, reasonably acceptable in form to the Trustee, as the Company shall require to evidence such termination; otherwise as hereinabove this Indenture, and the estate and rights hereby granted, shall be and remain in full force and effect; and IT IS HEREBY COVENANTED AND AGREED by and between the Company and the Trustee that all the Securities are to be authenticated and delivered, and that the Mortgaged Property is to be held, subject to the further covenants, conditions and trusts hereinafter set forth., and the Company hereby covenants and agrees to and with the Trustee, for the benefit of Holders from time to time, as follows:
Appears in 1 contract
Sources: First Mortgage Indenture (South Jersey Industries Inc)