Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 4 contracts
Sources: Open End Mortgage (KBS Real Estate Investment Trust II, Inc.), Open End Mortgage (KBS Real Estate Investment Trust II, Inc.), Open End Mortgage (KBS Real Estate Investment Trust II, Inc.)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property);
(B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit;
(C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment);
(D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles;
(E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing;
(G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and
(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.
Appears in 3 contracts
Sources: Accounts Receivable Purchase Agreement (Open Market Inc), Accounts Receivable Purchase Agreement (Superconductor Technologies Inc), Accounts Receivable Purchase Agreement (P Com Inc)
Security Interest. Mortgagor hereby grants As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment dates or otherwise) and performance of all of the Secured Obligations, each Company grants to Agent, for the benefit of Agent and the Purchasers, a security interest in and Lien upon all of such Company’s right, title, and interest in and to all Fixtures and the following described personal property property, in which Mortgagor each case, whether now owned or at any time hereafter has any interest acquired or arising and wherever located (collectively, the “UCC Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) the real Goods; (j) all Commercial Tort Claims described in Schedule 4.15 (together with Commercial Tort Claims subject to a further writing provided in accordance with Section 6.3); (k) all Contracts; (l) all Intellectual Property; and all other tangible and intangible personal property described on Exhibit A attached hereto of such Company whether now or hereafter owned or existing or acquired by such Company, and incorporated by reference herein (wherever located; and, to the extent the same are not effectively made a part otherwise included, all Proceeds of each of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with foregoing and all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing and all books and records pertaining to each the foregoing. Notwithstanding any of the foregoing; together , the Collateral shall not under any circumstance include, and no security interest is granted in (i) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of a Company if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with all booksrespect thereto, records the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and files such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent relating to that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the foregoing. As to all of the above described personal property which is UCC or which hereafter becomes a “fixture” under other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of this Mortgage constitutes clause (i) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of a fixture filing Company in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement (including any Accounts), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement); (ii) any assets subject to Liens under the Pennsylvania Uniform Commercial CodeMississippi Loan Documents as of the date of the First Closing, as amended (iii) any cash or recodified from time to time cash equivalents described in clause (“UCC”)vii) of the definition of Permitted Indebtedness, and is acknowledged and agreed (iv) assets subject to be a Lien permitted under clause (vii) of the definition of “mortgage” under the UCCPermitted Liens”.
Appears in 3 contracts
Sources: Senior Secured Convertible Promissory Note Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc)
Security Interest. Mortgagor To secure the complete and timely payment and satisfaction of all Obligations, Assignor hereby assigns, mortgages and pledges to Assignee and grants and assigns to Mortgagee as of the date hereof Assignee a security interestinterest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale, to secure payment the extent permitted by law, all of such Assignor’s right, title and performance of interest in and to all of the Secured Obligationsfollowing, whether now owned or existing and filed or hereafter acquired or arising and filed (collectively with items named in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelysection 2.2, below, the “Collateral”): All goods, building ):
(a) patents and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementpatent applications, including, without limitation, the Existing Swap; inventions and improvements described and claimed therein, and those patents listed on Exhibit “A”, attached hereto and made a part hereof, and (i) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all Contracts referenced income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) the right to ▇▇▇ for past, present and future infringements thereof, and (iv) all rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in Section 5.16 below clauses (i)-(iv), are sometimes hereinafter individually and/or collectively referred to as the “Patents”);
(b) copyrights, copyright registrations, copyright applications and all computer programs, operating systems, application systems, hardware or software of any nature whatsoever owned by Assignor, whether operational, under development or inactive, including all object codes, source codes, modules, technical manuals, user manuals, operating instructions and procedures, in-put and out-put formats, program listings, narrative descriptions, program flow charts, file layouts, report layouts, screen layouts and other documentation therefor (including property management internal notes, memoranda, status evaluations, marketing information and leasing agreementswrite-ups), architects’ agreementsand all improvements, and/or construction agreements with respect to the completion modifications, enhancements, new releases and revisions thereof, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereofnature; together with all replacements and proceeds of, and additions and accessions to, tangible media upon which any of the foregoingforegoing are recorded or encoded, including, without limitation, all chips, disks, tapes, film and paper; together including, without limitation, the copyrights, copyrights registrations and copyrights applications listed on Exhibit “C” attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with all booksrespect thereto, records including, without limitation, damages and files payments for past or future infringements thereof, and (c) the right to the extent relating to any of the foregoing. As to ▇▇▇ for past, present and future infringements thereof (all of the above described personal property which is or which hereafter becomes a foregoing items are sometimes referred to herein collectively as the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCopyrights”); and
(c) all material license agreements with any other party, whether Assignor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit “D” attached hereto and made a part hereof, and the right to prepare for sale, sell and advertise for sale all inventory now or hereafter owned by Assignor and now or hereafter covered by such licenses (all of the foregoing is acknowledged and agreed hereinafter referred to be a collectively as the “mortgage” under the UCCLicenses”).
Appears in 3 contracts
Sources: Patents, Trademarks, Copyrights and Licenses Security Agreement (Intest Corp), Patents, Trademarks, Copyrights and Licenses Security Agreement (Intest Corp), Security Agreement (Intest Corp)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller’s now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “Collateral”): ):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property);
(B) All inventory, including Seller’s rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit;
(C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller’s right of offset and leasing agreementsrecoupment);
(D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles;
(E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing;
(G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and
(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer’s prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller’s usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.
Appears in 3 contracts
Sources: Accounts Receivable Purchase Agreement, Accounts Receivable Purchase Agreement (Aml Communications Inc), Accounts Receivable Purchase Agreement (Egain Communications Corp)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to To secure payment and performance of all of the Secured Obligations, in all Debtor hereby grants to Secured Party a continuing security interest in, a general lien upon, and a right of set-off against, the following described personal property in which Mortgagor Property of Debtor:
(a) all now existing and hereafter acquired or at any time hereafter has any interest arising Accounts, Goods, General Intangibles, Payment Intangibles, Deposit Accounts, Securities Accounts, Chattel Paper (collectivelyincluding, the “Collateral”): All goodswithout limitation, building Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, letters of credit, Letter of Credit Rights, advices of credit, money, Commercial Tort Claims, Equipment, Inventory, Fixtures and other materialsSupporting Obligations, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents products of and Accessions to any of the foregoing and all Proceeds of any of the foregoing (including, without limitation, all insurance policies and proceeds thereof);
(b) to the extent, if any, they are not subject to Article 3); all inventoryincluded in clause above, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licensesDebtor’s present and future contracts, agreements, arrangements or understandings (i) for the sale, supply, provision or disposition of any assets;
(c) to the extent, if any, not included in clause (a) above, all products severed or extracted from the ground and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such products are in raw form or processed for sale and regardless of whether or not Debtor had an interest in such products before extraction or severance;
(d) to the extent, if any, not included above, each and every other item of real or personal property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, all licenses, contracts and agreements and all collateral for the payment or performance of any contract or agreement, together with all products and Proceeds (including all insurance policies and proceeds) and any Accessions to any of the foregoing;
(e) all present and future business records and information, including, without limitation, computer tapes and other storage media containing the same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all acquisition agreements with respect licenses to the Subject Property)use such software) for accessing and manipulating such information; all and
(f) any additional property of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified Debtor from time to time (“UCC”), and is acknowledged and agreed delivered to be a “mortgage” under or deposited with Secured Party as security for the UCCSecured Obligations or otherwise pursuant to the terms of this Security Agreement.
Appears in 3 contracts
Sources: Security Agreement (Allied Corp.), Security Agreement (Allied Corp.), Security Agreement (Allied Corp.)
Security Interest. Mortgagor To secure the Obligations (as hereafter defined), Debtor hereby grants to Secured Party a continuing security interest in and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereininterest in such property (the "Collateral"), wherever situatednow owned or hereafter acquired by Debtor:
A. All now owned and hereafter acquired right, which are or are title and interest of Debtor in, to be incorporated into, used and in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part respect of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, all: accounts, cash receipts, deposit interests in goods represented by accounts, accounts receivablereturned, reclaimed or repossessed goods with respect thereto and rights as an unpaid vendor; contract rights, licenseschattel paper relating to goods sold; documents; instruments; letters of credit, agreementsbankers' acceptances or guaranties securing any of the foregoing (the "Accounts");
B. All right, title and interest of Debtor in, to and in respect of the following: All inventory imported into the United States or purchased pursuant to letters of credit of whatever kind, nature or description, including all raw materials, work-in-process, finished goods, and materials to be used or consumed in Debtor's business; and all names or marks affixed to or to be affixed thereto for purposes of selling same by the seller, manufacturer, lessor or licenser thereof ("Inventory"); All warehouse receipts, bills of lading, shipping documents and other instruments or documents relating to such Inventory; and
C. All present and future books and records, including, without limitation, all acquisition agreements with respect computer programs, printed output and computer readable data in the possession or control of the Debtor, any computer service bureau or other third party, all computer disks, hard drives and other computer related hardware and software, relating to Accounts and Inventory; and
D. All cash and non-cash proceeds of the Subject Property); all of Mortgagor’s rights under any Swap Agreementforegoing in whatever form and wherever located, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management insurance proceeds and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion all claims against third parties for loss or destruction of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating damage to any of the foregoing. As to Except as defined herein, all of terms used above shall have the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under meaning provided in the Pennsylvania New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 3 contracts
Sources: Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD)
Security Interest. Mortgagor The Grantor does hereby grants transfer, convey, pledge, mortgage, hypothecate, assign and assigns grant a first priority security interest to Mortgagee as the Security Trustee, subject to no prior interests of the date hereof any Person whatsoever except for a security interest, to secure payment and performance of all of the Secured Obligationslessee under a Lease, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest collateral (collectively, the “Mortgage Collateral”): All goods, building and other materials, supplies, work in process) attaching on the date of this Agreement:
a. each Aircraft;
b. all Parts, equipment, machineryattachments, fixturesaccessories, furniture, furnishings, signs replacement and other personal property added Parts and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business components now or hereafter conducted thereon by Mortgagor; all permitsplaced thereon, consents, approvals, licenses, authorizations and other rights granted by, given by installed therein or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeattached thereto, whether or not disbursed; any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on any Aircraft or may be installed in any other aircraft;
c. all funds deposited with Mortgagee pursuant of the Grantor’s right, title and interest in the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to any loan agreement; Aircraft and all reservesthe Grantor’s right, deferred paymentstitle and interest, depositspresent and future, accountstherein and thereto and any sale or other transfer agreement relating to any Aircraft, refundsany acceptance certificate, cost savings and/or ▇▇▇▇ of sale relating to any Aircraft, any guaranties, letters of credit or other credit support relating to any Aircraft, and payments any other certificate, instrument or agreement relating to any Aircraft or a lessee, user or lessor of any kind related Aircraft (collectively, the “Aircraft Documents”);
d. all proceeds from the sale or other disposition of, all proceeds of insurance due to the Subject Property or any portion thereof; together with all replacements and proceeds ofGrantor on, and additions and accessions all proceeds of any condemnation due to the Grantor with respect to, any of the foregoing; together with equipment described in clauses (a), (b) and (c) above;
e. all booksrents, records issues, profits, revenues and files other income of the property intended, subjected or required to be subjected to the extent relating Lien of this Agreement hereby, by the other Transaction Documents or by any supplement to any this Agreement in form and substance satisfactory to the Security Trustee, and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and
f. all proceeds, howsoever arising, of the foregoing. As to all of TO HAVE AND TO HOLD the above described personal property which is or which hereafter becomes a “fixture” under applicable lawMortgage Collateral unto the Security Trustee, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeand its successors and assigns, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under security for the UCCSecured Obligations.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (International Lease Finance Corp), Credit Agreement (International Lease Finance Corp), Credit Agreement (International Lease Finance Corp)
Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, each Obligor grants to the Lender, for its benefit, a security interest in all of such ▇▇▇▇▇▇▇’s right, title, and interest in and to the following described personal property whether now owned or hereafter acquired or in which Mortgagor such Obligor now has or at any time hereafter has in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Collateral”): All all goods, building and other materialsAccounts (including health-care receivables), suppliesEquipment, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivableInventory, contract rightsrights or rights to payment of money, licensesleases, license agreements, franchise agreements, General Intangibles (includingexcept as provided below), without limitationCollateral IP, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementcommercial tort claims, includingdocuments, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below instruments (including property management and leasing agreementsany promissory notes), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentscash, documentsdeposit accounts, promissory notescertificates of deposit, draftsfixtures, letters of credit, credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, insurance policiesand financial assets, insurance whether now owned or hereafter acquired, wherever located; and condemnation awards and proceeds, any other rights (ii) all Obligor’s Books relating to the payment of moneyforegoing, trade namesand any and all claims, trademarks rights and service marks arising from or related to the ownership, management, leasing or operation interests in any of the Subject Property above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any business now or hereafter conducted thereon by Mortgagor; all permitsExcluded Intellectual Property, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Subject Property; all deposits Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) any joint venture agreement, or other security now or hereafter made with or given to utility companies by Mortgagor limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the Subject Property; membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement, and (iv) until repayment or prepayment of DSM Tranche 3, all advance payments equity interests held by the Borrower in Amyris RealSweet, LLC provided that no Obligor or any of insurance premiums made their respective Subsidiaries shall create or permit to subsist any Lien over any Excluded Intellectual Property or JV Agreement or, after repayment or prepayment of DSM Tranche 3, any equity interests held by Mortgagor with respect the Borrower in Amyris RealSweet, LLC.
3.3 Parent shall, as security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Subject Property; Lender, a security interest in all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee of such Subsidiary Guarantor’s assets pursuant to any loan agreement; all reservessuch Security Documents as the Lender may require.
3.4 Each Obligor hereby authorizes Lender to file financing statements, deferred paymentswithout notice to Obligor, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the foregoing; together with all books, records and files to the extent relating to any Debtor” or words of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsimilar effect.
Appears in 2 contracts
Sources: Loan and Security Agreement (Amyris, Inc.), Loan and Security Agreement (Amyris, Inc.)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of (a) As security from the date hereof a security interest, to secure Guarantor for the payment and performance in full of all the Liabilities, the Guarantor hereby transfers, grants, bargains, conveys, hypothecates, pledges, sets over, delivers and confers unto the Collateral Agent for the benefit of the Secured ObligationsParties, in all and grants to the Collateral Agent for the benefit of the Secured Parties a security interest in its right, title and interest in the following described personal property in which Mortgagor (the "COLLATERAL"), whether now owned or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on hereinafter acquired:
(i) Accounts (including Health-Care-Insurance Receivables, if any) howsoever arising in connection with sale or lease of goods or services by the real property described on Exhibit A attached hereto and incorporated by reference herein Guarantor to customers or any other Person (to as defined in the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or Securities Purchase Agreement);
(ii) the Improvements; together with all rents Chattel Paper;
(to the extent, if any, they are not subject to Article 3iii) Instruments (including Promissory Notes); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, ;
(iv) Documents;
(v) General Intangibles (including, without limitation, Payment Intangibles, Software, contract rights, credits, claims, demands, debts, choses in action, trade-marks, patents, and all acquisition agreements with respect to other intellectual property including, copyrights, and including in each case any documentation pertaining thereto);
(vi) Letter-of-Credit Rights;
(vii) Supporting Obligations;
(viii) Deposit Accounts;
(ix) Investment Property (including without limitation certificated and uncertificated Securities), Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(x) Inventory;
(xi) Equipment (including all software, whether or not the Subject Propertysame constitutes embedded software, used in the operation thereof); all of Mortgagor’s rights under any Swap Agreement;
(xii) Money, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts deposited into escrow or with, third parties;
(xiii) Fixtures;
(xiv) All rights to merchandise and other goods (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment returned or repossessed Goods and rights of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted stoppage in transit) which is represented by, given by or obtained arises from, any governmental entity with respect or relates to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records ;
(xv) All supporting evidence and files to the extent documents relating to any of the foregoing. As above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained;
(xvi) All Accessions and additions to, and substitutions and replacements of, any and all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under foregoing; and
(xvii) All Proceeds and products of the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)foregoing, and is acknowledged all insurance of the foregoing and agreed to be a “mortgage” under the UCC.proceeds thereof;
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Mitel Networks Corp), Guaranty and Security Agreement (Mitel Networks Corp)
Security Interest. Mortgagor Each Debtor hereby assigns and grants and assigns to Mortgagee as the Agent on behalf of the date hereof Buyers, a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property in which Mortgagor assets of such Debtor, now owned, existing or at any time hereafter has any interest created or acquired (collectively, the “Collateral”): ):
(a) All accounts (whether tangible or electronic), contract rights, chattel paper (whether tangible or electronic), instruments, deposit accounts (including any cryptocurrency wallet addresses maintained by or on behalf of the Company), letter of credit rights, payment intangibles (whether tangible or electronic) and general intangibles, including all amounts owing to such Debtor from a factor and choses in action; and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper.
(b) All inventory, including all materials, work in process and finished goods.
(c) All goods, building and other materialsincluding, supplieswithout limitation, work in processall machinery, equipment, machinerycomputers, motor vehicles, trucks, tanks, boats, ships, vessels, appliances, furniture, special and general tools, fixtures, furnituretest and quality control devices, furnishingsall Titled Collateral (as defined below), signs and other personal property equipment of every kind and embedded software included therein, nature and wherever situated, which are or are to be incorporated intotogether with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection withwith such Debtor’s businesses and all improvements thereto.
(d) All instruments, notes, chattel paper, documents (including, if applicable, electronic documents), certificates of deposit, securities and investment property of every type, including, all Equity Interests in any and all Persons owned or appropriated for use on hereafter acquired by such Debtor. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing.
(e) Subject to the Foreign Collateral Exclusion, all Equity Interests, regardless of class or designation, owned or hereafter acquired by such Debtor in any and all Persons including without limitation each of the issuing entities described in Schedule I hereto, and any warrants, options, purchase rights, conversion or exchange rights, voting, managerial and control rights, calls or claims of any character with respect to any such Equity Interests (collectively, including the Additional Pledged Interests (as defined below), the “Pledged Interests”), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including (i) the real right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of Agent or any of its nominees, (ii) any certificates representing the Pledged Interests (including the Additional Pledged Interests), (iii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests), (iv) the right to require that same be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Debtor, (v) all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and (vi) all economic rights, dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property described from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on Exhibit A attached hereto account of or in exchange for any or all of the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Debtor (the Pledged Interests and incorporated any other collateral pledged pursuant to this Section 1(e) are referred to herein, collectively, as the “Pledged Collateral”).
(f) All general intangibles, including, but not limited to: (i) all patents, and all unpatented or unpatentable inventions, (ii) all trademarks, service marks, and trade names, (iii) all copyrights and literary rights, (iv) all computer software programs, (v) all mask works of semiconductor chip products, and (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by reference herein any of such general intangibles, all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles.
(g) All controllable accounts, controllable electronic records, controllable payment intangibles, Electronic Chattel Paper, Electronic Documents, Electronic Money and Transferable Records.
(h) All negotiable and nonnegotiable documents of title covering any Collateral.
(i) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral.
(j) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties, indemnities and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral.
(k) All books and records pertaining to any Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”).
(l) All money and cash equivalents of such Debtor to the extent constituting proceeds of each Purchase Price (as defined in the same are Securities Purchase Agreement) paid to such Debtor pursuant to the Transaction Documents that has not effectively made yet been used by such Debtor to acquire Crypto Collateral, together with each deposit account and/or security account in which such money and cash equivalents is held.
(m) All contracts, other agreements or undertakings between a part Debtor and one or more additional parties.
(n) All proceeds and products of each of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, foregoing (including, without limitation, all acquisition agreements with respect to the Subject Property); Staking Consideration) and all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any substitutions and replacements for, and rents, profits and products of, each of the foregoing; together , and any and all proceeds of any insurances, indemnity, warranty or guaranty payable to such Debtor from time to time with all books, records and files to the extent relating respect to any of the foregoing. As Subject to the foregoing, if any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, Agent, in its sole discretion, shall select which provision or provisions shall control. Notwithstanding anything to the contrary in this Agreement, (A) the Additional Note Obligations shall solely be secured by the Additional Note Collateral, (B) the pledge by any Debtor of the Equity Interests in any Excluded Subsidiary that is a Direct Foreign Subsidiary of such Debtor shall be limited to a pledge by such Debtor of 65% of the voting securities and related interests and rights owned by such Debtor in such Excluded Subsidiary that is a Direct Foreign Subsidiary so long as a pledge in excess of such percentage would result in a material adverse tax consequence, (C) Excluded Subsidiaries shall not pledge their assets hereunder (including Equity Interests in any Foreign Subsidiaries owned by such Excluded Subsidiaries) (the exclusion in clauses (B) and (C) of this paragraph are referred to herein as the “Foreign Collateral Exclusion”) and (D) the Collateral shall not include, and the security interest created under this Section 1 shall not attach to Excluded Deposit Accounts; provided, (x) the Foreign Collateral Exclusion shall only apply to Excluded Subsidiaries and, with respect to any particular Excluded Subsidiary, only for so long as such Excluded Subsidiary remains an Excluded Subsidiary. Accordingly, in the event an existing Excluded Subsidiary ceases to be an Excluded Subsidiary for any reason (including without limitation by operation of a change in applicable law), 100% of the Equity Interests owned by the Debtors in such former Excluded Subsidiary shall be pledged hereunder by the applicable Debtor(s) (such pledge being automatically deemed effective upon and simultaneously with such former Excluded Subsidiary’s ceasing to be an Excluded Subsidiary) and such former Excluded Subsidiary shall be required to join this Agreement as a Debtor in order to pledge all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeits assets as Collateral, as amended or recodified from time to time (“UCC”)provided further herein, and is acknowledged (y) that if and agreed when any property shall cease to be an Excluded Deposit Account, a “mortgage” under Lien on and security interest in such property shall be deemed granted therein and the UCCprovisions of this Agreement shall apply to such property, including the Proceeds thereof.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Classover Holdings, Inc.), Pledge and Security Agreement (Classover Holdings, Inc.)
Security Interest. Mortgagor Borrower, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Bank a continuing security interest in and to, and assigns to Mortgagee as Bank, the following property of the date hereof Borrower, wherever located and whether now owned or hereafter acquired:
(a) All Inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower’s business;
(b) All Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to any Accounts and all tax refunds of every kind and nature to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter or Credit Rights (whether or not the Letter of Credit is evidenced by a security interestwriting), securities, Security Entitlements, Security Accounts, Investment Property, Supporting Obligations, choses in action, Commercial Tort Claims and all other debts, obligations and liabilities in whatever form, owing to secure payment Borrower from any Person, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and performance securities therefor, all right, title and interest of Borrower in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (all hereinafter called the “Receivables”);
(c) All machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter, collectively, called the “Equipment”); and
(d) All proceeds and products of all of the Secured Obligationsforegoing in any form, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all proceeds of Mortgagor’s rights under any Swap Agreementcredit, fire or other insurance, and also including, without limitation, rents and profits resulting from the Existing Swap; temporary use of any of the foregoing (which, with Inventory, Receivables and Equipment are all Contracts referenced hereinafter called “Collateral”).
(e) Notwithstanding anything contained herein to the contrary, Bank shall not perfect its security interest in the Collateral except as provided herein. Upon the execution of this Agreement, however, the Bank shall hold a Uniform Commercial Code Financing Statement for each Borrower naming such Borrower as a debtor and the Bank as a secured party (together, the "Financing Statements") and a Patent Security Agreement in escrow. Upon the occurrence of an Event of Default(s) hereunder based upon the Borrower's failure to adhere to any of the financial covenants contained and calculated in accordance with Section 5.16 below 13 hereof in any two (including property management and leasing agreements2) consecutive quarters (a “Security Trigger Event”), architects’ agreementsthe Bank may file the Financing Statements in such jurisdictions deemed necessary by the Bank to perfect the Bank's security interest and the Bank may file the Patent Security Agreement with the United States Patent and Trademark Office ("USPTO") in the Collateral without any additional consent or authorization from the Borrower. For purposes of clarification the Bank's right to perfect its security interest in the Collateral is not predicated upon the occurrence of an Event of Default in the same financial covenant for two (2) consecutive quarters. The Bank's filing of the Financing Statements and the Patent Security Agreement shall in no event be deemed a waiver of any rights or remedies that the Bank has or may have against the Borrower at such time resulting from the occurrence of such Event(s) of Default and the Bank hereby reserves and preserves all of its rights and remedies against the Borrower under this Agreement, and/or construction agreements any related documents executed in connection with this Agreement and under applicable law. In the event that the Bank has filed Financing Statements, the Bank shall promptly file termination statements with respect to the completion filed Financing Statements and a release of any improvements the Patent Security Agreement upon the Borrower's achieving a Debt Service Coverage Ratio in excess of 2.0:1.0 and a ratio of Total Debt divided by Tangible Net Worth on a consolidated basis is less than 1.0:1.0 as evidenced by the financial statements furnished to the Bank in accordance with Section 11 hereof and provided no Event of Default has occurred and is continuing at that time. For purposes of this covenant, Debt Service Coverage Ratio means Adjusted EBITDA measured at quarter end based on the Subject Propertyprevious 12 months financial performance divided by Fixed Charges measured at the same quarter end. The Bank, however, may refile such Financing Statements and refile the Patent Security Agreement upon the occurrence of an Event(s) of Default based solely upon the financial covenants contained in Section 13 herein for two (2) consecutive fiscal quarters thereafter without any additional consent or authorization from the Borrower. Thereafter, the Bank will refile such Financing Statements and/or Termination Statements all in accordance with this Section 5(e), general intangibles, chattel paper .
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights f) Notwithstanding anything contained herein to the payment contrary, the Borrower shall furnish the Bank with Landlord's Consents and Waiver of money, trade names, trademarks Lien for each leased location of the Borrower and service marks arising from or related a Warehousemen's Letter for each location of the Borrower that any Inventory is stored upon the occurrence of an Event of Default hereunder based solely upon the breach of a financial covenant contained in Section 13 herein for any fiscal quarter of the Borrower. Such Landlord's Consents and Waiver of Lien and Warehousemen's Letters shall be delivered to the ownership, management, leasing or operation Bank in form and substance satisfactory to the Bank in its sole discretion within thirty (30) days of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect earlier to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any occur of the foregoing; together Borrower's knowledge of such Event of Default or the Borrower's receipt of written notice by the Bank of such Event of Default. The Borrower's failure to use all reasonable efforts to comply with all books, records and files to the extent relating to any this Section 5(f) shall constitute an Event of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCDefault hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Starrett L S Co), Loan and Security Agreement (Starrett L S Co)
Security Interest. Mortgagor Separately, for each Series of Notes, the Company hereby pledges, assigns and grants and assigns to Mortgagee the Trustee, as of security for the date hereof a security interest, to secure due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Secured ObligationsTrustee on behalf of the Holders, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the following described personal documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which Mortgagor now the Company is or at any time hereafter has any interest may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”): All goods). At the expense of the Company, building the Company agrees to execute, deliver and other materialsfile such further agreements, suppliesinstruments and certificates as may be necessary to preserve, work in processperfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, equipmentincluding but not limited to, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated execution by reference herein (the Company of an instrument of assignment to the extent Trustee and the same execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are not effectively made a part reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the real property pursuant to Section 1.1 above) or (ii) grant of the Improvements; together with all rents (to security interest in the extentCollateral for the Notes, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements upon and during continuance of an Event of Default with respect to the Subject Property); all Notes of Mortgagor’s rights under any Swap Agreement, including, without limitationa particular Series, the Existing Swap; Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements rights of the Company with respect to the completion Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights granted to the payment Trustee pursuant to this Section 3.8 for any Notes of moneya series not subject to an Event of Default. The Trustee further agrees that, trade names, trademarks the Trustee shall only exercise power of attorney and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity to the Trustee pursuant to this Section 3.8 with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect CM Loan corresponding to the Subject Property; all advance payments series of insurance premiums made by Mortgagor with respect Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Subject Property; all plans, drawings Trustee and specifications relating properly pledged to the Subject Property; all loan funds held by Mortgagee, whether Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related properly pledged or assigned to the Subject Property or any portion thereof; together with all replacements Trustee and proceeds of, and additions and accessions to, any the Trustee the Trustee shall have no liability to the Holders of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCNotes.
Appears in 2 contracts
Sources: Trust Indenture and Security Agreement (Korth Direct Mortgage LLC), Trust Indenture and Security Agreement (Korth Direct Mortgage LLC)
Security Interest. Mortgagor hereby grants and assigns (a) SUBJECT PROPERTY" (sometimes referred to Mortgagee herein as of the date hereof a security interest, to secure payment and performance of "COLLATERAL") means all of the Secured ObligationsProviders' right, in title and interest in, to and under any and all of the following described personal property in which Mortgagor now following: all Accounts and Purchased Accounts arising on or at after October 18, 2002, and all Accounts and Purchased Accounts representing any time hereafter has any interest (collectivelyand all of Providers' rights to payment, the “Collateral”): All goodswhenever arising, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instrumentspaper, documents, promissory notes, drafts, letters of creditinstruments, letter of credit rights, supporting obligations, insurance policiesdeposit accounts, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks general intangibles arising from or related thereto, all rights, remedies, guarantees, security interests and liens in respect of any of the foregoing, all records (other than patient medical records to the ownershipextent protected from disclosure by law) and other information necessary or relevant to the collection of such Accounts and Purchased Accounts, managementwhether now owned or existing or hereafter created, leasing acquired or operation arising and wherever located and all of the proceeds, products, and offspring of the foregoing (all of such terms, as applicable, are presently or hereafter defined in the Uniform Commercial Code), including but not limited to (i) all rights to payment arising on or after October 18, 2002 under any agreements with all Third Party Obligors, (ii) all cash deposited with Purchaser or that Purchaser is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Factoring Agreement, and (iii) any and all cash and non-cash proceeds of the foregoing (including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to, or destruction of any or all of the Subject Property or any business now for proceeds payable under or hereafter conducted thereon by Mortgagor; all permitsunearned premiums with respect to policies of insurance) in whatever form.
(b) In the event that, consents, approvals, licenses, authorizations contrary to the mutual intent of the Provider and other rights granted by, given by or obtained fromthe Purchaser, any governmental entity purchase of any Purchased Accounts is not characterized as a sale, each Provider shall, effective as of the date hereof, be deemed to have granted (and the Provider does hereby grant) to the Purchaser a first priority security interest in and to all of the Subject Property to secure the repayment of all amounts advanced to or for the benefit of each Provider and all of the Providers hereunder and all other amounts due or owing to the Purchaser by any and all of the Providers, and this Agreement shall be deemed to be a security agreement for such purposes. In such event, it is agreed that this Agreement is intended to comply in all respects with all provisions of law and not to violate, in any way, any legal limitations on interest charges. Accordingly, if, for any reason, the Providers are required to pay, or have paid, interest or fees at a rate in excess of the highest rate of interest which may be charged by the Purchaser or which the Providers may legally contract to pay under applicable law (the "MAXIMUM RATE"), then the interest rate shall be deemed to be reduced, automatically and immediately, to the Maximum Rate, and interest or fees payable hereunder shall be computed and paid at the Maximum Rate and the portion of all prior payments of interest or fees in excess of the Maximum Rate shall be deemed to have been prepayments of the amounts advanced to the Providers hereunder.
(c) With respect to the grant of a security interest as set forth above, the Purchaser may, at its option, exercise from time to time any and all rights and remedies available to it under the UCC or otherwise. Each Provider agrees that five (5) days shall be reasonable prior notice of the date of any public or private sale or other disposition of all or part of the Subject Property.
(d) Each Provider represents and warrants that: (i) the location of the Provider's principal place of business, chief executive office and all locations in which the Provider maintains records with respect to the Subject PropertyAccounts are set forth in the introductory paragraph of this Agreement, and that the Provider has not changed any such location in the last five (5) years; all deposits and (ii) the exact name of the Provider is as set forth in the introductory paragraph of this Agreement and, except as set forth therein, the Provider has not changed its name in the last five (5) years and during such period the Provider did not use, nor does the Provider now use, any fictitious, doing business as or trade name or any other security now or hereafter made with or given to utility companies by Mortgagor with respect to name. Each Provider shall notify the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant Purchaser in writing thirty (30) days prior to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of change in any kind related location referred to the Subject Property or in clause (i) and/or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, change in any of the foregoing; together with all books, records and files name referred to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time in clause (“UCC”ii), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 2 contracts
Sources: Master Purchase and Sale Agreement (Med Diversified Inc), Master Purchase and Sale Agreement (Med Diversified Inc)
Security Interest. Mortgagor As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants and assigns to Mortgagee as the Collateral Agent, for the benefit of the date hereof Secured Parties, a security interestinterest in, to secure payment and performance of all of the Secured ObligationsCompany’s right, title and interest in all of and to the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods):
(a) all Receivables, building whether now owned and other materialsexisting or hereafter acquired or arising, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the extentCompany at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, they are not subject from time to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreementstime representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all acquisition agreements accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all of the rights and remedies with respect to the Subject Property); all of Mortgagor’s rights under any Swap AgreementCollateral available to a secured party at law or in equity, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion rights of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC and other applicable law.
Appears in 2 contracts
Sources: u.s. Receivables Loan Agreement (Huntsman CORP), u.s. Receivables Loan Agreement (Huntsman CORP)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor , whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property);
(B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit;
(C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment);
(D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles;
(E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing;
(G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and
(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence , perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.
Appears in 2 contracts
Sources: Factoring Agreement (Forecross Corp), Factoring Agreement (Forecross Corp)
Security Interest. Mortgagor As security for the Secured Obligations described in Section 2 hereof, the Debtor hereby grants to the Secured Party a first priority security interest in and assigns to Mortgagee as lien on all of the date hereof property described below (hereinafter referred to collectively as the “Collateral”):
a. All equipment, including machinery, motor vehicles, office equipment, furniture, fixtures, along with all other parts, tools, trade-ins, repairs, accessories, accessions, modifications and replacements, whether now owned or subsequently acquired, constructed or attached or added to or placed in, the foregoing (collectively, the “Equipment”);
b. All inventory, wherever located, including goods, merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, work in process or materials used or consumed in the Debtor’s business, or consigned to others or held by others for return to the Debtor, whether now owned or subsequently acquired or manufactured and wherever located (collectively, the “Inventory”);
c. All accounts receivable, including, without limitation, accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles and any other obligations of any kind, whether now existing or hereafter arising out of or in connection, with the sale or lease of goods or the rendering of services and all rights now or hereafter existing in and to all security interestagreements, notes, leases, licenses, franchises, supply agreements and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles or obligations (any and all such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles and obligations being the “Receivables” and any and all such security agreements, notes, leases, licenses, franchises, supply agreements and other contracts being the “Related Contracts”);
d. All general intangibles, including, but not limited to, corporate names, trade names, trademarks, trade secrets, books and records, customer lists, blue prints and plans, computer programs, tapes and related electronic data, processing software and all corporate ledgers;
e. Any and all additions, accessions, substitutions or replacements to or for any of the foregoing;
f. Any and all products and proceeds of any or all of the foregoing, including, without limitation, cash, cash equivalents, tax refunds and the proceeds of insurance policies providing coverage against the loss or destruction of or damage to any of the Collateral, or any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the Collateral (whether or not the Secured Party is the loss payee thereof);
g. All of the Debtor’s after-acquired property of the kinds and types described in paragraphs (a) - (f) herein;
h. All records and data relating to any of the property described above, whether in the form of a writing, photograph, microfilm, microfiche or electronic media, together with all of the Debtor’s right, title and interest in and to all computer software required to utilize, create, maintain and process any of such records or data or electronic media; and also in (i) all checks, money, securities, bank accounts, deposit accounts and other accounts in the possession of or held by the Secured Party whether in the name of the Debtor or in the name of the Secured Party, and (ii) all other property given by the Debtor to the Secured Party pursuant to this agreement. The property described in (i) and (ii) above are held in the possession of the Secured Party by agreement of Debtor and Secured Party. All of the said Collateral (which throughout this Agreement includes after-acquired Collateral) is to secure the payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 2 contracts
Sources: Security Agreement (VeriChip CORP), Security Agreement (Applied Digital Solutions Inc)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured ObligationsObligations when due, Borrower hereby grants to Silicon a security interest in all of Borrower’s interest in the following described personal following, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower’s Deposit Accounts, and all money, and all property in which Mortgagor now or at any time hereafter has in the future in Silicon’s possession (including claims and credit balances), and all proceeds (including proceeds of any interest insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”): All goods). Notwithstanding the foregoing, building provided that (a) no Default or Event of Default has occurred and is continuing, (b) Borrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the “IPO”), (c) immediately following the conclusion of the IPO Borrower has minimum cash (or cash equivalents acceptable to Silicon) liquidity maintained at Silicon of not less than $5,000,000 and (d) Borrower executes and delivers to Silicon, on Silicon’s standard form, a Negative Pledge Agreement regarding the Borrower’s Intellectual Property, Silicon agrees to release its liens on and security interests in all of Borrower’s Intellectual Property. Also notwithstanding the foregoing, the term “Collateral” does not include any license agreements or contract rights (under which Borrower is the licensee, lessee or other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are similarly situated party) to be incorporated into, used in connection with, or appropriated for use on the extent (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (granting of a security interest in it would be contrary to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) applicable law, or (ii) the Improvements; together with all rents that such rights are nonassignable by their terms (but only to the extentextent such prohibition is enforceable under applicable law, if anyincluding, they are without limitation, Section 9318(4) of the California Uniform Commercial Code) without the consent of the licensor or other party (but only to the extent such consent has not subject to Article 3been obtained); nevertheless, the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, any and all inventory, accounts, cash receipts, deposit accounts, accounts receivable, proceeds of such license agreements or contract rights, licenses, agreements, rights to the extent that the assignment or encumbering of such proceeds is not so restricted (including, without limitation, all acquisition the proceeds of such license agreements with respect to the Subject Propertyor contract rights for which any required consent has been obtained); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 2 contracts
Sources: Loan and Security Agreement (Digirad Corp), Loan and Security Agreement (Digirad Corp)
Security Interest. Mortgagor As security for the performance by the Company of all the terms, covenants and agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants and assigns to Mortgagee as the Collateral Agent, for the benefit of the date hereof Secured Parties, a security interestinterest in, to secure payment and performance of all of the Secured ObligationsCompany’s right, title and interest in all of and to the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “RLA Collateral”): All goods):
(a) all Receivables, building whether now owned and other materialsexisting or hereafter acquired or arising, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the extentCompany at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, they are not subject from time to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreementstime representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Collection Accounts; and
(d) the Company Concentration Accounts (including the Payments Reserve Subaccounts) and the Withholding Tax Reserve Account, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or the Withholding Tax Reserve Account or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts or the Withholding Tax Reserve Account and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts or the Withholding Tax Reserve Account, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts or the Withholding Tax Reserve Account;
(e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangiblesaccounts, chattel paper (whether electronic or tangible)paper, goods, equipment, inventory, instruments, documentsinvestment property, promissory notes, drafts, letters deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, New York) in which the Company has any other rights interest; and
(f) to the payment of moneyextent not included in the foregoing, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments proceeds of any kind related to the Subject Property or any portion thereof; together with and all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 2 contracts
Sources: European Receivables Loan Agreement, European Receivables Loan Agreement (Huntsman CORP)
Security Interest. Mortgagor hereby grants and assigns Subject to Mortgagee as of the date hereof a security interestIntercreditor Agreements, to secure the payment and performance of all of the Secured ObligationsObligations when due, each of Borrower and Holdings hereby grants to Lender a security interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goodsall right, building title and other materialsinterest of Borrower and Holdings, suppliesrespectively, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part all of the real property pursuant to Section 1.1 above) following, whether now owned or (ii) the Improvements; together with hereafter arising or acquired and wherever located: all rents (to the extent, if any, they are not subject to Article 3)Accounts; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, Inventory; all Equipment; all assets constituting Capital Expenditures; all Deposit Accounts (including, without limitation, the Designated Account and all acquisition agreements with respect to the Subject funds maintained therein); all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of Mortgagorthe above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s rights under books relating to any Swap Agreementand all of the above; provided, includingthat in no event shall the “Collateral” include any Excluded Assets; provided, however, that the security interest of Lender shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset. Subject to the Intercreditor Agreements, notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrower, realization on the Collateral, setoff or otherwise, shall be allocated as follows:
(i) FIRST, to all costs and expenses owing to Lender in connection with the Loan Documents;
(ii) SECOND, to premium (including without limitation, Applicable Premium) and fees incurred in connection with the Existing Swap; all Contracts referenced in Section 5.16 below Loans;
(including property management iii) THIRD, to accrued and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements unpaid interest on the Subject Property)Loan;
(iv) FOURTH, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of unpaid principal owing on the above described personal property which is or which hereafter becomes a “fixture” under applicable lawLoan; and
(v) FIFTH, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCall remaining Obligations.
Appears in 2 contracts
Sources: Super Priority Loan and Security Agreement (Real Good Food Company, Inc.), Junior Lien Intercreditor Agreement (Real Good Food Company, Inc.)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, interest to secure payment and performance of all of the Secured Obligations, in Mortgagor’s right, title and interest in and to all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or MORTGAGE (SOUTH CAROLINA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania South Carolina Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Mortgagor is the “debtor” and its address is as set forth on page 1 of this Mortgage, (ii) the Mortgagee is the “secured party” and its address is acknowledged as set forth on page 1 of this Mortgage and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Mortgagor.
Appears in 2 contracts
Sources: Mortgage and Absolute Assignment of Rents and Leases and Security Agreement (Cole Credit Property Trust III, Inc.), Mortgage and Absolute Assignment of Rents and Leases and Security Agreement (Cole Credit Property Trust III, Inc.)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof Effective Date (as defined in the Project Loan Agreement) a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter owns or has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and property, embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Property); all after acquired title, and all right, title, interest and privileges of Mortgagor in and to all streets, ways, roads and alleys used in connection with or pertaining to such real property, and together with all development rights or credits, air rights, water, water rights and water stock related to such real property, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all appurtenances, easements, rights and rights of way appurtenant or related thereto; all buildings, other improvements and fixtures now or hereafter located on the real property, including, but not limited to, all apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the real property, whether or not attached or affixed to the real property; together with all rents rents, issues, deposits and profits of the Property (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, obligations insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by ny-1260332 Mortgagor; all permitsrights of Mortgagor under any interest rate hedge, cap, swap or similar agreement; all permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee or another depository pursuant to the Loan Agreements or any loan agreementother Loan Documents; all reserves, deferred payments, deposits, accounts, refunds, cost savings refunds and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania New York Uniform Commercial Code, as amended or recodified from time to time (“UCC”), ; and is acknowledged and agreed to be a “mortgage” under recorded in the UCCreal estate records of the county in which the Property is located.
Appears in 2 contracts
Sources: Building Loan Mortgage, Building Loan Mortgage (KBS Strategic Opportunity REIT II, Inc.)
Security Interest. Mortgagor The Debtors hereby grants assign and assigns grant to Mortgagee as the Agent on behalf of the date hereof Lenders, a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property in which Mortgagor assets of the Debtors, now owned or at any time hereafter has any interest created or acquired (collectively, the “Collateral”): ):
(a) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receiptscontract rights, chattel paper, instruments, deposit accounts, accounts receivable, contract letter of credit rights, licensespayment intangibles and general intangibles, agreementsincluding all amounts owing to each Debtor from a factor and choses in action; and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper.
(b) All inventory, including all materials, work in process and finished goods.
(c) All goods, including, without limitation, all acquisition agreements machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, vessels (including, for the avoidance of doubt, any Collateral Ships (including without limitation any autonomous underwater vehicle or AUV listed in Part C of Schedule II and, to the extent owned by a Debtor, all materials used or to be used in the construction and equipping a Collateral Ship, all equipment, outfitting, engines and appliances installed or to be installed on a Collateral Ship, all rights related to a Collateral Ship, and all proceeds therefrom, and any and all present and future parts, accessories, attachments, additions, accessions, substitutions and replacements to and for any of the foregoing collateral)), appliances, furniture, special and general tools, fixtures, test and quality control devices, all Titled Collateral (as defined below), and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Debtor’s businesses and all improvements thereto.
(d) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type, including, all Equity Interests in any and all Persons owned or hereafter acquired by any Debtor. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing.
(e) Subject to the Foreign Collateral Exclusion, all Equity Interests, regardless of class or designation, owned or hereafter acquired by any Debtor in any and all Persons including without limitation each of the issuing entities described in Schedule I hereto, and any warrants, options, purchase rights, conversion or exchange rights, voting, managerial and control rights, calls or claims of any character with respect to any such Equity Interests (collectively, including the Subject PropertyAdditional Pledged Interests (as defined below); , the “Pledged Interests”), and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including (i) the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of Agent or any of its nominees, (ii) any certificates representing the Pledged Interests (including the Additional Pledged Interests), (iii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests), (iv) the right to require that same be delivered to Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Debtor, (v) all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and (vi) all economic rights, dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of Mortgagor’s rights under the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Debtor (the Pledged Interests and any Swap Agreementother collateral pledged pursuant to this Section 1(e) are referred to herein, collectively, as the “Pledged Collateral”).
(f) All general intangibles, including, without limitationbut not limited to: (i) all patents, the Existing Swap; and all Contracts referenced in Section 5.16 below unpatented or unpatentable inventions, (including property management ii) all trademarks, service marks, and leasing agreements)trade names, architects’ agreements(iii) all copyrights and literary rights, and/or construction agreements (iv) all computer software programs, (v) all mask works of semiconductor chip products, and (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with respect to the completion or symbolized by any of any improvements on the Subject Property), such general intangibles, chattel paper (whether electronic or tangible), instrumentsall contract rights, documents, promissory notesapplications, draftslicenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles.
(g) All negotiable and nonnegotiable documents of title covering any Collateral.
(h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral.
(i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties, indemnities and insurance contracts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits guaranties or other security now or hereafter made with or given to utility companies by Mortgagor with respect to supporting obligations covering the Subject Property; all advance payments Collateral, and any causes of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications action relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCCollateral.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Nauticus Robotics, Inc.), Pledge and Security Agreement (Nauticus Robotics, Inc.)
Security Interest. Mortgagor hereby Grantor grants and assigns to Mortgagee as of the date hereof Lender a security interest, interest to secure payment and performance of all of the Secured Obligations, in Grantor’s right, title and interest in and to all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeLender, whether or not disbursed; all funds deposited with Mortgagee Lender pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawproperty, this Mortgage constitutes Deed of Trust is acknowledged and agreed to be a fixture filing security agreement under the Pennsylvania Virginia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and its address is as set forth on Page 1 of this Deed of Trust, (ii) the Lender is the “secured party” and its address is acknowledged as set forth on Page 1 of this Deed of Trust and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Grantor.
Appears in 2 contracts
Sources: Deed of Trust, Absolute Assignment of Rents and Leases and Security Agreement (Cole Credit Property Trust III, Inc.), Deed of Trust, Absolute Assignment of Rents and Leases and Security Agreement (Cole Credit Property Trust III, Inc.)
Security Interest. Mortgagor Subject to the terms and conditions of this Amendment, Debtor hereby grants amends the Agreement to grant to the Additional Secured Parties, as a group, (a) a first priority security interest in the Collateral described below ranking pari passu with the security interest securing the Notes and assigns to Mortgagee as all other existing indebtedness of the date hereof a security interest, to secure payment and performance of all of Debtor ranking pari passu with the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest Notes (collectively, the “Collateral”): All goods, building "Senior Debt"); and (b) a security interest in all other materials, supplies, work Collateral ranking junior in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (priority to the extent security interest in such other Collateral securing the same are not effectively made a part Senior Debt. The following Collateral is subject to the aforesaid amended first priority security interest in favor of the real property pursuant Additional Secured Parties in respect of the October Notes:
1.1. Accounts, including but not limited to, all accounts, all rights of Debtor to Section 1.1 above) payment for goods sold or (ii) the Improvementsleased or for services rendered, all accounts receivable of Debtor; together with all rents (obligations owing to the extentDebtor evidenced by an instrument or chattel paper; all obligations owing to Debtor of any kind or nature, including all writings, if any, they are not subject to Article 3); evidencing the same, including all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters acceptances and chattel paper; any and all proceeds of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As Further included within the term "Accounts" are all right, title and interest of Debtor in and any security and liens with respect to any Account, and all Accounts, Documents and Contract Rights of Debtor as defined in the above described personal property which is Uniform Commercial Code as enacted in the State of Nevada (the "Uniform Commercial Code"); and
1.2. Intellectual Property, including, but not limited to, all names, trade names, goodwill, trade secrets, computer programs, computer records, data, computer software, patents, patent rights, patent applications, patents pending, patent licenses or which hereafter becomes a “fixture” under applicable lawassignments, this Mortgage constitutes a fixture filing under development ideas and concepts, licenses, permits, franchises, literary rights, rights to performance, trademarks, trademark applications, trademark rights, logos, copyrights, proprietary or other processes, drawings, designs, diagrams, plans, reports, charts, catalogs, manuals, research, literature, proposals and other reproductions on paper or otherwise, of any and all concepts or ideas, whether or not related to the Pennsylvania business or operations of Debtor; and
1.3. Inventory as defined in the Uniform Commercial Code, as amended including without limitation, all raw materials and other materials and supplies, work-in-progress and finished goods and any products made or recodified from time to time (“UCC”)processed therefrom and all substances, if any, commingled therewith or added thereto, but only Inventory located in the United States; and
1.4. All products and is acknowledged and agreed to be a “mortgage” under proceeds of the UCCabove, including insurance proceeds.
Appears in 1 contract
Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, each Obligor grants to the Lender, for its benefit, a security interest in all of such ▇▇▇▇▇▇▇’s right, title, and interest in and to the following described personal property whether now owned or hereafter acquired or in which Mortgagor such Obligor now has or at any time hereafter has in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Collateral”): All all goods, building and other materialsAccounts (including health-care receivables), suppliesEquipment, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivableInventory, contract rightsrights or rights to payment of money, licensesleases, license agreements, franchise agreements, General Intangibles (includingexcept as provided below), without limitationCollateral IP, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementcommercial tort claims, includingdocuments, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below instruments (including property management and leasing agreementsany promissory notes), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentscash, documentsdeposit accounts, promissory notescertificates of deposit, draftsfixtures, letters of credit, credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, insurance policiesand financial assets, insurance whether now owned or hereafter acquired, wherever located; and condemnation awards and proceeds, any other rights (ii) all Obligor’s Books relating to the payment of moneyforegoing, trade namesand any and all claims, trademarks rights and service marks arising from or related to the ownership, management, leasing or operation interests in any of the Subject Property above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any business now or hereafter conducted thereon by Mortgagor; all permitsExcluded Intellectual Property, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Subject Property; all deposits Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, and (iii) any joint venture agreement, or other security now or hereafter made with or given to utility companies by Mortgagor limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the Subject Property; all advance payments membership interest (a “JV Agreement”) if grant of insurance premiums made by Mortgagor with respect a security interest would cause a breach of such JV Agreement.
3.3 Parent shall, as security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Subject Property; Lender, a security interest in all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee of such Subsidiary Guarantor’s assets pursuant to any loan agreement; all reservessuch Security Documents as the Lender may require.
3.4 Each Obligor hereby authorizes Lender to file financing statements, deferred paymentswithout notice to Obligor, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the foregoing; together with all books, records and files to the extent relating to any Debtor” or words of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsimilar effect.
Appears in 1 contract
Sources: Loan Agreement (Amyris, Inc.)
Security Interest. Mortgagor The Grantor does hereby grants transfer, convey, pledge, mortgage, hypothecate, assign and assigns grant a first priority security interest to Mortgagee as the Security Trustee, subject to no prior interests of the date hereof any Person whatsoever except for a security interest, to secure payment and performance of all of the Secured Obligationslessee under an Initial Lease, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest collateral (collectively, the “‘‘Mortgage Collateral”): All goods, building and other materials, supplies, work in process’’) attaching on the date of this Agreement:
(a) the Aircraft;
(b) all Parts, equipment, machineryattachments, fixturesaccessories, furniture, furnishings, signs replacement and other personal property added Parts and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business components now or hereafter conducted thereon by Mortgagor; all permitsplaced thereon, consents, approvals, licenses, authorizations and other rights granted by, given by installed therein or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeattached thereto, whether or not disbursed; any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Aircraft or may be installed in any other aircraft;
(c) all funds deposited with Mortgagee pursuant of the Grantor’s right, title and interest in the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Aircraft and all the Grantor’s right, title and interest, present and future, therein and thereto and any loan agreement; sale or other transfer agreement relating to the Aircraft or any Assigned Lease or Assigned Head Lease, any lease assignments, novations or assumption agreements, relating to the Aircraft or any Assigned Lease or Assigned Head Lease, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Aircraft or any Assigned Lease, any guaranties, letters of credit or other credit support relating to the Aircraft or any Assigned Lease or Assigned Head Lease, and any other certificate, instrument or agreement relating to the Aircraft or a lessee, user or lessor of the Aircraft (collectively, the ‘‘Aircraft Documents’’);
(d) all reservesproceeds from the sale or other disposition of, deferred paymentsall proceeds of insurance due to the Grantor on, deposits, accounts, refunds, cost savings and payments all proceeds of any kind related condemnation due to the Subject Property or any portion thereof; together Grantor with all replacements and proceeds of, and additions and accessions respect to, any of the foregoing; equipment described in clauses (a), (b) and (c) above;
(e) the Initial Lease and each other Lease of an Aircraft, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Aircraft Documents relating to such Lease (any such Leases and Aircraft Documents being referred to individually as, an ‘‘Assigned Lease,’’ and collectively as, the ‘‘Assigned Leases’’) and each Head Lease to which the Grantor is a party as lessor or lessee and all Aircraft Documents relating to such Head Lease (any such Head Leases and Aircraft Documents being referred to individually as, an ‘‘Assigned Head Lease,’’ and collectively as, ‘‘Assigned Head Leases’’), including without limitation (A) all rights of the Grantor to all Lease Payments, however denominated, under such Assigned Leases and Assigned Head Leases, (B) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases and Assigned Head Leases, (C) claims of the Grantor for damages arising out of or for breach or default under such Assigned Leases and Assigned Head Leases, (D) all rights of the Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases and Assigned Head Leases, (E) all rights of the Grantor under any such Assigned Lease with respect to any sublease of any such Aircraft or, in the case of an Assigned Head Lease, the Lease of the Aircraft subject to such Assigned Head Lease, (F) all rights of the Grantor to terminate such Assigned Leases or Assigned Head Leases and to compel performance of, and otherwise to exercise all remedies under, any such Assigned Lease or Assigned Head Lease, whether arising under such Assigned Leases or Assigned Head Leases or by statute or at law or in equity, (G) all rights of the Grantor to possession of any Aircraft under an Assigned Head Lease and (H) all other rights and property of the Grantor included therein together with all bookspayments, records including without limitation all rent, damages, expenses, indemnities and files other amounts due to the extent relating Grantor (or any person claiming by, through or under the Grantor) thereunder;
(f) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a ‘‘Mortgage Supplement’’), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and
(g) all proceeds, howsoever arising, of the foregoing. As to all of BUT EXCLUDING, HOWEVER, the above described personal property which is or which hereafter becomes a “fixture” under applicable lawExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeand its successors and assigns, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under security for the UCCSecured Obligations.
Appears in 1 contract
Security Interest. Mortgagor (a) For value received, Debtor, hereby grants and assigns to Mortgagee as of the date hereof Secured Party, a security interest, to secure payment interest (the "Security Interest") in the undertaking of Debtor and performance of in all of the Secured ObligationsDebtor's present and after acquired personal property including, without limitation, in all Goods (including all parts, accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of the following described personal property Title (whether negotiable or not), Instruments, Intangibles, Money and Securities now owned or hereafter owned or acquired by or on behalf of Debtor (including such as may be returned to or repossessed by Debtor) and in which Mortgagor now or at any time hereafter has any interest all proceeds and renewals thereof, accretions thereto and substitutions therefore (collectivelyhereinafter collectively called "Collateral"), the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to of the Subject Property); following now owned or hereafter owned or acquired by or on behalf of Debtor:
(i) all inventory of Mortgagor’s rights under any Swap Agreementwhatever kind and wherever situate;
(ii) all equipment (other than inventory) of whatever kind and wherever situate, including, without limitation, the Existing Swap; all Contracts referenced machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature or kind;
(iii) all accounts and book debts and generally all debts, dues, claims, choses in Section 5.16 below (action and demands of every nature and kind howsoever arising or secured including property management letters of credit and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters advices of credit, letter of credit rightswhich are now due, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights owing or accruing or growing due to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given owned by or obtained fromwhich may hereafter become due, any governmental entity with respect owing or accruing or growing due to the Subject Property; or owned by Debtor ("Debts");
(iv) all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all bookslists, records and files to the extent relating to Debtor's customers, clients and patients;
(v) all deeds, documents, writings, papers, books of account and other books relating to or being records of Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable;
(vi) all contractual rights and insurance claims;
(vii) all patents, industrial designs, trade-marks, trade secrets and know-how including without limitation environmental technology and biotechnology, confidential information, trade-names, goodwill, copyrights, personality rights, plant breeders' rights, integrated circuit topographies, software and all other forms of intellectual and industrial property, and any registrations and applications for registration of any of the foregoing. As foregoing (collectively "Intellectual Property"); and
(viii) all property described in Schedule "C" or any schedule now or hereafter annexed hereto.
(b) The Security Interest granted hereby shall not extend or apply to all and Collateral shall not include the last day of the above described personal property which is term of any lease or which hereafter becomes a “fixture” under applicable lawagreement therefore but upon the enforcement of the Security Interest, this Mortgage constitutes a fixture filing under Debtor shall stand possessed of such last day in trust to assign the Pennsylvania Uniform Commercial Code, as amended or recodified from time same to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCany person acquiring such term.
Appears in 1 contract
Sources: Security Agreement (Braintech Inc)
Security Interest. Mortgagor As security for the prompt, complete and indefeasible payment when due (whether at stated payment dates or otherwise) of all the Secured Obligations and in order to induce Lender to make the Loan(s) upon the terms and subject to the conditions of the Note(s), Borrower hereby conveys, mortgages, pledges, hypothecates and transfers to Lender for security purposes only, and hereby grants and assigns to Mortgagee as of the date hereof Lender a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of Borrower's right, title and interest in, to and under each of the following described (all of which being hereinafter collectively called the "Collateral"):
(a) All Receivables;
(b) All Equipment;
(c) All Fixtures;
(d) All General Intangibles;
(e) All Inventory;
(f) All other goods and personal property in which Mortgagor now of Borrower whether tangible or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building intangible and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon owned or existing, leased, consigned by Mortgagor; all permitsor to, consents, approvals, licenses, authorizations and other rights granted or acquired by, given by or obtained fromBorrower and wherever located; and
(g) To the extent not otherwise included, any governmental entity with respect to all Proceeds of each of the Subject Property; foregoing and all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any substitutions and replacements for, and rents, profits and products of each of the foregoing; together with all booksprovided, records however, the Collateral shall not include that certain Software License Agreement, dated as of September 24, 1998, among 3Com Corporation and files JD Technology, Inc. as Borrower's predecessor in interest therein, and any License, Equipment lease, real property lease, Chattel Paper or Contract to which Borrower is or becomes a party as licensee, lessee other otherwise, to the extent relating to any that (a) such License, Equipment lease, real property lease, Chattel Paper or Contract or property subject thereto is not assignable or capable of being encumbered as a matter of law or under the terms of the foregoing. As to all of the above described personal property which is License, lease or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.other agreement
Appears in 1 contract
Sources: Subordinated Loan and Security Agreement (Handspring Inc)
Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof Closing Date a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property (including, without limitation, all water well▇, ▇▇pelines, irrigation systems, pumps, fuel tanks and embedded software included thereinother crop fixtures), wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) ), or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all timber, crops and other plantings, growing or to be grown, and the products thereof; all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.under
Appears in 1 contract
Sources: Deed of Trust (Communications & Power Industries Inc)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as (a) Each of the date hereof a security interestfollowing items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to secure payment as the "PURCHASED ITEMS": all Mortgage Loans, all rights under each Purchase Agreement (but not the obligations thereunder), all rights of NCMC under the Worth Purchase Agreement with respect to Mortgage Loans originated by Worth Funding Incorporated, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (as defined in Section 24(c)), all Servicing Agreements relating to the Mortgage Loans and performance of any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (foregoing to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (they relate to the extent, if any, they are not subject Purchased Assets including the right to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements receive principal and interest payments with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitationPurchased Assets and the right to enforce such payments, the Existing Swap; Collection Account and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified monies from time to time (“UCC”)on deposit in the Collection Account, all "general intangibles", "accounts", "chattel paper", "deposit accounts" and "investment property" as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and is acknowledged any and agreed to be a “mortgage” under all replacements, substitutions, distributions on or proceeds of any and all of the UCCforegoing.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. Mortgagor The Grantor does hereby grants transfer, convey, pledge, mortgage, hypothecate, assign and assigns grant a first priority security interest to Mortgagee as the Security Trustee, subject to no prior interests of the date hereof any Person whatsoever except for a security interest, to secure payment and performance of all of the Secured Obligationslessee under an Initial Lease, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest collateral (collectively, the “Mortgage Collateral”): All goods, building and other materials, supplies, work in process) attaching on the date of this Agreement:
a. the Aircraft;
b. all Parts, equipment, machineryattachments, fixturesaccessories, furniture, furnishings, signs replacement and other personal property added Parts and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business components now or hereafter conducted thereon by Mortgagor; all permitsplaced thereon, consents, approvals, licenses, authorizations and other rights granted by, given by installed therein or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeattached thereto, whether or not disbursed; any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Aircraft or may be installed in any other aircraft;
c. all funds deposited with Mortgagee pursuant of the Grantor’s right, title and interest in the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Aircraft and all the Grantor’s right, title and interest, present and future, therein and thereto and any loan agreement; sale or other transfer agreement relating to the Aircraft or any Assigned Lease or Assigned Head Lease, any lease assignments, novations or assumption agreements, relating to the Aircraft or any Assigned Lease or Assigned Head Lease, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Aircraft or any Assigned Lease, any guaranties, letters of credit or other credit support relating to the Aircraft or any Assigned Lease or Assigned Head Lease, and any other certificate, instrument or agreement relating to the Aircraft or a lessee, user or lessor of the Aircraft (collectively, the “Aircraft Documents”);
d. all reservesproceeds from the sale or other disposition of, deferred paymentsall proceeds of insurance due to the Grantor on, deposits, accounts, refunds, cost savings and payments all proceeds of any kind related condemnation due to the Subject Property or any portion thereof; together Grantor with all replacements and proceeds of, and additions and accessions respect to, any of the foregoing; equipment described in clauses (a), (b) and (c) above;
e. the Initial Lease and each other Lease of an Aircraft, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Aircraft Documents relating to such Lease (any such Leases and Aircraft Documents being referred to individually as, an “Assigned Lease,” and collectively as, the “Assigned Leases”) and each Head Lease to which the Grantor is a party as lessor or lessee and all Aircraft Documents relating to such Head Lease (any such Head Leases and Aircraft Documents being referred to individually as, an “Assigned Head Lease,” and collectively as, “Assigned Head Leases”), including without limitation (A) all rights of the Grantor to all Lease Payments, however denominated, under such Assigned Leases and Assigned Head Leases, (B) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases and Assigned Head Leases, (C) claims of the Grantor for damages arising out of or for breach or default under such Assigned Leases and Assigned Head Leases, (D) all rights of the Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases and Assigned Head Leases, (E) all rights of the Grantor under any such Assigned Lease with respect to any sublease of any such Aircraft or, in the case of an Assigned Head Lease, the Lease of the Aircraft subject to such Assigned Head Lease, (F) all rights of the Grantor to terminate such Assigned Leases or Assigned Head Leases and to compel performance of, and otherwise to exercise all remedies under, any such Assigned Lease or Assigned Head Lease, whether arising under such Assigned Leases or Assigned Head Leases or by statute or at law or in equity, (G) all rights of the Grantor to possession of any Aircraft under an Assigned Head Lease and (H) all other rights and property of the Grantor included therein together with all bookspayments, records including without limitation all rent, damages, expenses, indemnities and files other amounts due to the extent relating Grantor (or any person claiming by, through or under the Grantor) thereunder;
f. all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and
g. all proceeds, howsoever arising, of the foregoing. As to all of BUT EXCLUDING, HOWEVER, the above described personal property which is or which hereafter becomes a “fixture” under applicable lawExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeand its successors and assigns, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under security for the UCCSecured Obligations.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured ObligationsObligations when due, Borrower hereby grants to Silicon a security interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goodsall right, building title and other materials, supplies, work interest of Borrower in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part all of the real property pursuant to Section 1.1 above) following, whether now owned or (ii) the Improvements; together with hereafter arising or acquired and wherever located: all rents (to the extent, if any, they are not subject to Article 3)Accounts; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including, including without limitation, limitation all acquisition agreements with respect to the Subject Intellectual Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing SwapInvestment Property; all Contracts referenced Other Property; and any and all claims, rights and interests in Section 5.16 below any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion proceeds of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance proceeds of proceeds and condemnation awards and proceedsclaims against third parties) of, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation all of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofabove, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent Borrower's books relating to any of the foregoing. As to and all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawabove. * + * ANYTHING HEREIN OR IN THE INTELLECTUAL PROPERTY SECURITY AGREEMENT TO THE CONTRARY NOTWITHSTANDING, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial CodeTHE GRANTS OF SECURITY INTERESTS PURSUANT HERETO AND THERETO SHALL NOT EXTEND TO, as amended or recodified from time to time AND THE TERM "COLLATERAL" SHALL NOT INCLUDE, ANY INTENT-TO-USE FEDERAL TRADEMARK APPLICATION FOR A TRADEMARK, SERVICEMARK, OR OTHER ▇▇▇▇ FILED ON BORROWER'S BEHALF PRIOR TO THE FILING UNDER APPLICABLE LAW OF A VERIFIED STATEMENT OF USE (“UCC”OR EQUIVALENT) FOR SUCH ▇▇▇▇ THAT IS THE SUBJECT OF SUCH APPLICATION. + ANYTHING HEREIN OR IN THE INTELLECTUAL PROPERTY SECURITY AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE GRANTS OF SECURITY INTERESTS PURSUANT HERETO AND THERETO SHALL NOT EXTEND TO, AND THE TERM "COLLATERAL" SHALL NOT INCLUDE, ANY NON-MONETARY LICENSE RIGHTS OF BORROWER (AS A LICENSEE RATHER THAN AS A LICENSOR) TO THE EXTENT THAT (BUT ONLY TO THE EXTENT THAT) (y) SUCH LICENSE RIGHTS ARE NOT ASSIGNABLE OR CAPABLE OF BEING ENCUMBERED AS A MATTER OF LAW OR UNDER THE TERMS OF THE LICENSE OR OTHER AGREEMENT APPLICABLE THERETO (BUT SOLELY TO THE EXTENT THAT ANY SUCH RESTRICTION SHALL BE ENFORCEABLE UNDER APPLICABLE LAW (INCLUDING WITHOUT LIMITATION, TO THE EXTENT APPLICABLE, SECTIONS 9406, 9407, AND 9408 OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN CALIFORNIA FROM TIME TO TIME)), and is acknowledged and agreed to be a “mortgage” under the UCCWITHOUT THE CONSENT OF THE LICENSOR THEREOF OR OTHER APPLICABLE PARTY THERETO, AND (z) SUCH CONSENT HAS NOT BEEN OBTAINED; PROVIDED, HOWEVER, THAT THE GRANTS OF SECURITY INTERESTS PURSUANT HERETO AND THERETO SHALL EXTEND TO, AND THE TERM "COLLATERAL" SHALL INCLUDE, (A) ANY AND ALL PROCEEDS OF ANY SUCH LICENSE RIGHTS THAT ARE OTHERWISE EXCLUDED TO THE EXTENT THAT THE ASSIGNMENT OR ENCUMBRANCE OF SUCH PROCEEDS IS NOT SO RESTRICTED, AND (B) UPON OBTAINING THE CONSENT OF ANY SUCH LICENSOR OR OTHER APPLICABLE PARTY'S CONSENT WITH RESPECT TO ANY SUCH OTHERWISE EXCLUDED LICENSE RIGHTS, SUCH LICENSE RIGHTS AS WELL AS ANY AND ALL PROCEEDS THEREOF THAT MIGHT HAVE THERETOFORE HAVE BEEN EXCLUDED FROM SUCH GRANT OF SECURITY INTERESTS AND THE TERM "COLLATERAL". EXCEPT AS DISCLOSED IN SECTION 10 OF THE SCHEDULE, BORROWER IS NOT A PARTY TO, NOR IS BORROWER BOUND BY, ANY MATERIAL LICENSE AGREEMENT (UNDER WHICH BORROWER IS THE LICENSEE OR SUB-LICENSEE) THAT PROHIBITS OR OTHERWISE RESTRICTS BORROWER FROM GRANTING A SECURITY INTEREST IN BORROWER'S INTEREST IN SUCH MATERIAL LICENSE AGREEMENT OR ANY OTHER PROPERTY. WITHOUT PRIOR NOTICE TO SILICON, BORROWER SHALL NOT ENTER INTO, OR BECOME BOUND BY, ANY SUCH MATERIAL LICENSE AGREEMENT. BORROWER SHALL TAKE SUCH REASONABLE STEPS AS SILICON REASONABLY REQUESTS TO OBTAIN THE CONSENT OF, OR WAIVER BY, ANY PERSON WHOSE CONSENT OR WAIVER IS NECESSARY FOR ANY SUCH MATERIAL LICENSE AGREEMENT TO BE DEEMED "COLLATERAL" AND FOR SILICON TO HAVE A SECURITY INTEREST IN IT THAT MIGHT OTHERWISE BE RESTRICTED OR PROHIBITED BY LAW OR BY THE TERMS OF ANY SUCH LICENSE AGREEMENT, WHETHER NOW EXISTING OR ENTERED INTO IN THE FUTURE; PROVIDED, HOWEVER, THAT BORROWER SHALL BE PERMITTED TO ENTER INTO, OR BECOME BOUND BY SUCH LICENSE AGREEMENT NOTWITHSTANDING THE FAILURE TO OBTAIN SUCH CONSENT OR WAIVER IF SILICON HAS RECEIVED THE NOTICE REFERENCED IN THE IMMEDIATELY PRECEDING SENTENCE AND BORROWER HAS TAKEN SUCH REASONABLE STEPS.
Appears in 1 contract
Sources: Loan and Security Agreement (First Virtual Communications Inc)
Security Interest. Mortgagor For the purpose of securing Purchaser (referred to in this Section as “Secured Party”) in the payment of the Obligations (hereinafter defined), Seller (referred to in this Section as “Debtor”) hereby grants a lien and assigns security interest to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, Purchaser in all of the following described personal property in which Mortgagor assets, now owned or at any time hereafter has any interest acquired by Seller (collectively, the “Collateral”): ):
(a) All goodspresent and future accounts, building and other materialscontract rights, suppliesgeneral intangibles, work in processinvestment property, chattel paper, documents, instruments, inventory, equipment, machineryfarm products, fixtures, furnitureother goods, furnishingsminerals, signs money, payment intangibles, commercial tort claims, and deposit accounts, wherever located, now owned or hereafter acquired by Debtor, and any and all present and future tax refunds of any kind whatsoever to which Debtor is now or shall hereafter become entitled.
(b) All present and future increases, profits, combinations, reclassifications, improvements, and products of, accessions, attachments, and other personal property additions to, tools, parts, and embedded software included therein, wherever situated, which are or are to be incorporated into, equipment used in connection with, and substitutes and replacements for, all or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 aboveheretofore described.
(c) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, All present and future accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below general intangibles (including property management trademarks, patents and leasing agreementscopyrights), architects’ agreementschattel paper, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)documents, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance cash and condemnation awards and noncash proceeds, any and other rights to the payment of money, trade names, trademarks and service marks arising from or related to by virtue of, or from the ownershipvoluntary or involuntary sale or other disposition of, managementor collections with respect to, leasing or operation insurance proceeds payable with respect to, or proceeds payable by virtue of the Subject Property warranty or other claims against manufacturers of, or claims against any business now other person or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to all or any part of the Subject Property; property heretofore or hereafter described.
(d) All present and future security for the payment to Debtor of any of the property heretofore described and goods which gave or will give rise to any of such property or are evidenced, identified, or represented therein or thereby.
(e) Any and all deposits contracts, subcontracts, and agreements, written or oral, between Debtor and any other party, and between parties other than Debtor, in any way relating to the supplying of labor, supplies or other security services therefor.
(f) All of the right, title, and interest of Debtor in, to, and under any and all (i) contracts, licenses, and permits, whether such contracts, licenses, and permits are now or at anytime hereafter existing; and, (ii) all amendments and supplements to and renewals and extensions of such contracts at any time made, and together with all rebates, refunds or deposits, and all other sums due or to become due under and pursuant thereto and together with all powers, privileges, options, and other benefits of Debtor under such contracts.
(g) All of the right, title, and interest of ▇▇▇▇▇▇ in and to all building and construction materials, machinery and equipment.
(h) All money, instruments, and other property of Debtor now or hereafter made held by Secured Party.
(i) All deposits (general or special, time or demand, provisional or final) and other accounts of Debtor now or hereafter on deposit with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether Secured Party and all other sums at any time credited by or not disbursed; all funds deposited with Mortgagee pursuant owing from Secured Party to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings Debtor.
(j) Proceeds and payments Products of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with foregoing in any form. Terms used above have the meanings assigned in the Uniform Commercial Code as in effect in the State of Texas (the “UCC”). Purchaser shall have all booksthe rights and remedies provided to a secured party under the UCC, records including the right to file one or more financing statements, as further described below. Seller and files Purchaser agree that to the extent relating Purchaser exercises or is deemed to exercise its rights under this Agreement as a secured party, Purchaser shall account for the proceeds of the accounts receivable and Receivables, deal with the disposition of the accounts receivable and Receivables, and permit Seller to redeem the accounts receivable and Receivables in the same manner provided for elsewhere in this Agreement. Purchaser's compliance with its obligations regarding collection and/or disposition of Receivables and accounts receivable and other rights which are described in this Agreement shall fulfill Purchaser's duties and obligations as a secured party pursuant to Sections 9.601 through 9.604 of the Texas Business and Commerce Code. Purchaser shall not be deemed to accept the accounts receivable and Receivables in discharge of Seller's obligations to Purchaser unless Purchaser sends Seller express written notice of Purchaser's intent to do so. Seller hereby agrees not to grant a security interest, junior or otherwise, or encumbrance of any kind, in the Collateral to any other entity without the prior express written approval of Purchaser. In furtherance thereof, Purchaser may include the foregoing. As to all of following language on any UCC filing: Furthermore, Seller authorizes the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified Purchaser at any time and from time to time to file any initial financing statements and amendments thereto that:
(“a) indicate the Collateral as all assets of the Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC”), or as being of an equal or lesser scope or with greater detail;
(b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Seller is an organization, the type of organization, and is acknowledged and agreed any organization identification number issued to the Seller and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates;
(c) contain a notification that the Seller has granted a negative pledge to the Purchaser, and that any subsequent lienholder or potential secured party may be tortuously interfering with Purchaser’s rights; and
(d) advises third parties that any notification of Seller’s account debtors will interfere with Purchaser’s collection rights. In recognition of the Purchaser's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Purchaser shall not be required to record any terminations or satisfactions of any of Purchaser's liens on the Collateral unless and until Seller has executed and delivered to Purchaser a general release in a form acceptable to Purchaser and substantially similar to that Release attached hereto and made a part hereof as Exhibit “mortgage” A”. Seller understands that this provision constitutes a waiver of its rights under Section 9.513 of the UCC. Seller shall maintain insurance on the Collateral and all other insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; (b) as requested by Purchaser, loss payable endorsements (or their equivalent) in favor of Purchaser. All policies of insurance shall provide for not less than thirty (30) day’s prior written cancellation notice to Purchaser. Notwithstanding the creation of a security interest herein, Purchaser shall not be a lender or fiduciary of Seller. Use of the terms “Debtor” and “Secured Party” herein are for reference only. The relationship of the parties hereto is that of Purchaser and Seller of accounts, and not that of lender and borrower. When Purchaser purchases an account receivable that serves as Collateral hereunder, it then becomes Purchaser’s property.
Appears in 1 contract
Sources: Purchase and Sale Agreement/Security Agreement (Koil Energy Solutions, Inc.)
Security Interest. Mortgagor hereby grants (a) To secure the prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Secured Obligations, in all obligations and liabilities of the following described personal property Maker to the Payee under this Note and to the Stockholders under the Notes, including all costs and expenses accrued or incurred in which Mortgagor now or at any time hereafter has any interest connection therewith (collectively, the “Obligations”), the Maker hereby assigns, pledges and grants to Stockholder Representative, as agent for Payee a continuing security interest in and lien upon all of the Maker’s property and assets (the “Collateral”): All goods), building whether real or personal, tangible or intangible, and other materialswhether now owned or hereafter acquired, suppliesor in which it now has or at any time in the future may acquire any right, work title or interest, including without limitation, all of the following property in processwhich it now has or at any time in the future may acquire any right, title or interest: all accounts, inventory, equipment, machinerygoods, fixturesdocuments, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, instruments (including, without limitation, all acquisition agreements with respect to the Subject Propertypromissory notes); all of Mortgagor’s rights under any Swap Agreement, contract rights, general intangibles (including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreementspayment intangibles), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rightspaper, supporting obligations, insurance policiesinvestment property, insurance letter-of-credit rights, trademarks, tradestyles, patents and condemnation awards copyrights in which the Maker now has or hereafter may acquire any right, title or interest, all books, records, computer programs, tapes, disks, and proceedsrelated data processing software that at any time evidence or contain information relating to Collateral or are otherwise necessary or helpful in the collection thereof or realization thereon, any all proceeds and products thereof (including, without limitation, proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. The Maker authorizes the Payee to file such financing statements and amendments thereto and all other documents and instruments and to do such other acts and things as are reasonably necessary to establish and maintain a valid, enforceable, perfected security interest in the Collateral as provided herein and the other rights and security contemplated hereby all in accordance with the Uniform Commercial Code of the State of Delaware as in effect from time to time. The security interest granted hereby shall be prior in right to all other security interests granted by the Maker in its assets, except that such security interest will be junior in right to no more than Three Million Dollars ($3,000,000) (the “Maximum Amount”) of other secured Indebtedness of the Maker. The Maker covenants and agrees that it will not incur Indebtedness secured by any of its assets in excess of the Maximum Amount, unless the security interest granted by the Maker in connection with any such secured Indebtedness in excess of the Maximum Amount is subordinate to the security interest granted to the Stockholder Representative, as agent and the Payee pursuant to the Notes and this Note.
(b) The Payee agrees to act cooperatively in the event the Maker defaults in the payment of its Obligations under this Note and the Notes. In furtherance of the foregoing, notwithstanding anything herein to the contrary, the Payee agrees that actions to foreclose on the Collateral or otherwise to give notice of an Event of Default or to enforce its rights under this Note may be taken only by the Stockholder Representative, as agent for all of the Stockholders and the proceeds of any collection or sale of the Collateral, as well as any Collateral consisting of cash be applied as follows: First, to the payment of moneyall reasonable costs and expenses incurred by the Stockholder Representative in connection with such collection or sale, trade namesincluding but not limited to, trademarks all court costs, the repayment of all advances made by the Stockholder Representative on behalf of the Maker and service marks arising from the reasonable fees and expenses of its agents and legal counsel and any other reasonable costs and expenses incurred in connection with the exercise of any rights or related remedy hereunder. Second, to the ownership, management, leasing or operation payment in full of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations principal and other rights granted by, given by or obtained from, any governmental entity with accrued interest in respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to Notes outstanding pro rata as among the Subject Property or any portion thereof; together with all replacements Stockholders and proceeds ofthereafter, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCother Obligations then outstanding.
Appears in 1 contract
Sources: Promissory Note (A21 Inc)
Security Interest. Mortgagor (a) Each Company hereby grants and assigns to Mortgagee as of the date hereof Access Capital a security interest, to secure payment and performance of all of interest (the Secured Obligations, “Security Interest”) in all of the following described personal property in which Mortgagor now owned or at any time hereafter acquired by such Company, or in which such Company now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): All goods, building all accounts and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and all other personal property and embedded software included thereinfixtures of each Company, wherever situatedincluding, which are or are to be incorporated intowithout limitation, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accountsequipment, cash receiptsgoods, deposit accountsdocuments, accounts receivable, contract rights, licenses, agreements, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including without limitation, payment intangibles), chattel paper (whether tangible or electronic), supporting obligations, investment property, cash, deposit accounts, letter-of-credit rights, books and records, trademarks, tradestyles, patents and copyrights in which such Company now has or hereafter may acquire any right, title or interest and the proceeds and products thereof (including without limitation, proceeds of insurance) and all acquisition agreements with respect additions, accessions and substitutions thereto or therefor, all rights of such Company pursuant to this Agreement and the other Transaction Documents, and all contract rights and other general intangibles related to the Subject PropertyAccounts Receivable and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Terms used in this Section which are defined in the Uniform Commercial Code as enacted and in effect from time to time in the State of New York (the “Code”) are used as so defined in the Code.
(b) This Security Interest shall secure any and all obligations and liabilities of each Company and each other party to any Transaction Document to Access Capital, whether such liabilities and obligations be direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to become due (the “Obligations”); .
(c) Each Company will do all lawful acts which Access Capital deems necessary or desirable to protect the Security Interest or otherwise to carry out the provisions of Mortgagor’s rights this Agreement and the other Transaction Documents, including, but not limited to, the execution, if required, of Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments in form satisfactory to Access Capital and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of such statements and instruments. Each Company irrevocably appoints Access Capital as its attorney-in-fact during the term of this Agreement, to do all acts which it may be required to do in connection with the creation and perfection of its security interest under any Swap Agreementthis Agreement and the other Transaction Documents, such appointment being deemed to be a power coupled with an interest, including, without limitation, the Existing Swap; filing of UCC-1 Financing Statements (or such other filings required under applicable law) in the name of such Company to reflect the security interest created hereby and/or thereby.
(d) Each Company warrants that (i) its principal place of business, chief executive office and the place where the records concerning its accounts and contract rights are located are at the address(es) set forth herein and (ii) it is duly organized in the state named below its signature on the signature page of the Loan Agreement (the “Signature Page”) with the Organizational ID # stated on the Signature Page. None of the Companies’ Accounts Receivable is evidenced by a promissory note or other instrument. Each Company shall keep its principal place of business and chief executive office and the office where it keeps its records concerning its accounts and contract rights at the location therefor specified in the first sentence of this clause or, upon 30 days’ prior written notice to Access Capital, at any other locations in the continental United States so long as such Company shall have taken all Contracts referenced action required by Access Capital to preserve and maintain Access Capital’s first priority perfected security interest in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements its rights with respect to the completion Collateral, including delivery of landlord agreements, mortgagee agreements and warehouse agreements, each in form and substance satisfactory to Access Capital. Each Company shall hold and preserve its records concerning its accounts and contract rights and shall permit representatives of Access Capital at any time during normal business hours upon advance notice to inspect and make abstracts from such records. Notwithstanding the above, in the event that an Event of Default has occurred and is continuing or Access Capital believes, in the exercise of its commercially reasonable discretion that such access is necessary to preserve or protect the Collateral, each Company shall permit representatives of Access Capital at any time, without prior notice, during normal business hours to inspect and make abstracts from such records.
(e) Each Company warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrances (collectively, “Liens”) against the Collateral other than in favor of Access Capital. Each Company will notify Access Capital of any improvements Liens against the Collateral, will defend the Collateral against any Liens adverse to Access Capital, and will not create, incur, assume, or suffer to exist now or at any time throughout the duration of the term of this Agreement, any Liens against the Collateral, whether now owned or hereafter acquired, except liens in favor of Access Capital.
(f) Each Company authorizes Access Capital to file, without the signature of such Company, where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral. Access Capital may file a photographic or other reproduction of this Agreement in lieu of a financing or continuation statement in any filing office where it is permissible to do so.
(g) Each Company irrevocably appoints Access Capital as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of such Company and in its name or otherwise, from time to time in Access Capital’s discretion, to take any action or execute any instrument which Access Capital may deem necessary or advisable to accomplish the purposes of this Agreement and the other Transaction Documents, including, without limitation: (i) the right of endorsement on all payments received in connection with each Account Receivable; (ii) to obtain and adjust insurance required to be paid to Access Capital pursuant to this Agreement and the Subject Property)other Transaction Documents; (iii) to ask, general intangiblesdemand, chattel paper collect, ▇▇▇ for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (whether electronic iv) to receive, endorse, and collect any checks, drafts or tangible), other instruments, documents, promissory notesand chattel paper of such Company; (v) to sign such Company’s name on any invoice or ▇▇▇▇ of lading relating to any account, draftson drafts against customers, letters on schedules and assignments of creditaccounts, letter on notices of credit rightsassignment, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations financing statements and other rights granted bypublic records, given on verification of accounts and on notices to customers (including notices directing customers to make payment directly to Access Capital); (vi) if an Event of Default has occurred and is continuing, to notify the postal authorities to change the address for delivery of its mail to an address designated by or obtained fromAccess Capital, any governmental entity with respect to the Subject Property; receive, open and process all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant mail addressed to any loan agreementCompany, to send requests for verification of accounts to customers; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments (vii) to file any claims or take any action or institute any proceedings which Access Capital may deem necessary or desirable for the collection of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together Collateral or otherwise to enforce the rights of Access Capital with all books, records and files to the extent relating respect to any of the foregoingCollateral. As Each Company ratifies and approves all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to any Company for any act or omission or for any error of judgment or mistake of fact or law as such attorney.
(h) If any Company fails to perform any agreement contained in this Agreement or any other Transaction Document, Access Capital may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of Access Capital incurred in connection therewith shall be jointly and severally payable by the Companies and shall be fully secured hereby.
(i) The powers conferred on Access Capital hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Access Capital to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Access Capital shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(j) Anything herein to the contrary notwithstanding, (i) each Company shall remain liable under any and all contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the above described personal property which is or which hereafter becomes a “fixture” under applicable law, same extent as if this Mortgage constitutes a fixture filing Agreement had not been executed; (ii) the exercise by Access Capital of any of its rights hereunder shall not release any Company from any of its obligations under the Pennsylvania Uniform Commercial Codecontracts and agreements relating to the Collateral; and (iii) Access Capital shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, as amended nor shall Access Capital be obligated to perform any of the obligations or recodified from time duties of any Company thereunder or to time take any action to collect or enforce any claim for payment assigned hereunder.
(“UCC”), and is acknowledged and agreed k) Notwithstanding payment in full of all Obligations to be a “mortgage” Access Capital under the UCCTransaction Documents, Access Capital shall not be required to record any terminations or satisfactions of Liens on the Collateral unless and until each Company and each Responsible Party have executed and delivered to Access Capital a general release in a form reasonably satisfactory to Access Capital.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all of the Secured ObligationsObligations when due, Borrower hereby grants to Silicon a security interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goodsall right, building title and interest of Borrower in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above. Notwithstanding the foregoing, the security interest granted herein does not extend to, and the term “Collateral” does not include, the following: (A) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any foreign subsidiary which shares entitle the holder thereof to vote for directors or any other materialsmatter; and (B) any license or rights under any contract or rights as lessee of any equipment or software, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the extent that (i) the real property described grant of a security interest therein would be contrary to applicable law, or (ii) such license or contract or lease prohibits the grant of a security interest therein (but only to the extent such prohibition is enforceable under applicable law). Except as disclosed on Exhibit A attached hereto 1 hereto, Borrower represents and incorporated by reference herein warrants to Silicon that it is not presently a party to, nor is it bound by, any material in-bound software license relating to its SLMS, access node or IMACS product lines (which Borrower represents are all of its material product lines) which prohibits Borrower from granting a security interest therein to Silicon (to the extent the same are not effectively made such prohibition is enforceable under applicable law). Borrower shall not, hereafter, without Silicon’s prior written consent, enter into any material in-bound software license relating to its SLMS, access node or IMACAS product lines which prohibits Borrower from granting a part of the real property pursuant security interest therein to Section 1.1 above) or (ii) the Improvements; together with all rents Silicon (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which such prohibition is or which hereafter becomes a “fixture” enforceable under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), unless Borrower uses commercially reasonable efforts to have such prohibition removed, and in the event Borrower is acknowledged and agreed not successful in having such prohibition removed, Borrower shall give prompt written notice thereof to be a “mortgage” under the UCCSilicon.
Appears in 1 contract
Sources: Loan and Security Agreement (Zhone Technologies Inc)
Security Interest. Mortgagor hereby grants To secure the full and assigns to Mortgagee as of the date hereof a security interesttimely payment, to secure payment performance and performance of all satisfaction of the Secured Obligations, in the Company hereby collaterally assigns to Secured Party, and grants Secured Party a security interest in, all of the following described personal property in which Mortgagor Company’s property, whether now owned or at any time hereafter has any interest (collectivelyexisting or acquired, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part regardless of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (where located including, without limitation, all acquisition agreements of the Company’s: Accounts; Chattel Paper, including Electronic Chattel Paper; Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing Commercial Tort Claims now or hereafter identified on Schedule 2.01(d) to this Agreement; Deposit Accounts; Documents; Financial Assets; General Intangibles; Goods (including all of its Equipment, Fixtures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor); Instruments; Intellectual Property; Investment Property; Letter of Credit Rights; Money (of every jurisdiction whatsoever); Supporting Obligations; with respect to each Person (as hereinafter defined) listed in Schedule 2.01(q) hereto and each other corporation hereafter acquired or formed by the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitationCompany, the Existing Swap; all Contracts referenced Equity Interests from time-to-time issued and outstanding, including the certificates, if any, representing the Equity Interests and any interest of the Company in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect the entries on the books of the issuer thereof or any financial intermediary pertaining to the completion of any improvements on the Subject Property)Equity Interests, general intangiblestogether with all dividends, chattel paper (whether electronic or tangible)cash, options, warrants, rights, instruments, documentsdistributions, promissory notesreturns of capital or principal, draftsincome, letters interest, profits and other property, interests (debt or equity) or proceeds as a result of credita split, letter revision, reclassification, consolidation, merger or other like change of credit rightsthe Equity Interests or any issuer thereof, supporting obligationsfrom time-to-time received, insurance policies, insurance and condemnation awards and proceeds, any other rights receivable or otherwise distributed to the payment Company in respect of money, trade names, trademarks or in exchange for any or all of the Equity Interests; all promissory notes or intercompany notes and service marks arising from all certificates or related instruments evidencing such promissory notes or intercompany notes; and
(a) to the ownershipextent not included in the foregoing, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments personal property of any kind related to the Subject Property or any portion thereof; description, together with all replacements books, records, writings, data bases, information and proceeds ofother property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and additions all Proceeds, products, rents, issues, profits and accessions to, returns of and from any of the foregoing; together with all books, records and files provided that to the extent relating to that the provisions of any lease or license of the foregoing. As to all of the above described personal property Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is or which hereafter becomes a “fixture” enforceable under applicable law, this Mortgage constitutes a fixture filing under ) the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)assignment thereof, and is acknowledged the grant of a security interest therein, the Secured Party will not enforce its security interest (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of the Secured Party, the Company will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of the Secured Party (and agreed to be a “mortgage” Secured Party’s enforcement of such security interest) in the Company's rights under the UCCsuch lease or license.
Appears in 1 contract
Security Interest. Mortgagor Separately, for each Series of Notes, the Company hereby pledges, assigns and grants and assigns to Mortgagee the Trustee, as of security for the date hereof a security interest, to secure due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Secured ObligationsTrustee on behalf of the Holders, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (b) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the following described personal documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (c) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (d) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (e) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which Mortgagor now the Company is or at any time hereafter has any interest may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (f) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”): All goods). At the expense of the Company, building the Company agrees to execute, deliver and other materialsfile, supplieswithin ten (10) days of the issuance of any Series of Notes, work in processsuch further agreements, equipmentinstruments and certificates as may be necessary to preserve, machineryperfect and protect the title and interests of the Trustee on behalf of the Holders of that Series of Notes, fixturesincluding but not limited to, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated execution by reference herein (the Company of an instrument of assignment to the extent Trustee and the same execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are not effectively made a part reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the real property pursuant to Section 1.1 above) or (ii) grant of the Improvements; together with all rents (to security interest in the extentCollateral for the Notes, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements upon and during continuance of an Event of Default with respect to the Subject Property); all Notes of Mortgagor’s rights under any Swap Agreement, including, without limitationa particular Series, the Existing Swap; Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements rights of the Company with respect to the completion Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights granted to the payment Trustee pursuant to this Section 3.8 for any Notes of moneya series not subject to an Event of Default. The Trustee further agrees that, trade names, trademarks the Trustee shall only exercise power of attorney and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity to the Trustee pursuant to this Section 3.8 with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect CM Loan corresponding to the Subject Property; all advance payments series of insurance premiums made by Mortgagor with respect Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Subject Property; all plans, drawings Trustee and specifications relating properly pledged to the Subject Property; all loan funds held by Mortgagee, whether Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related properly pledged or assigned to the Subject Property or any portion thereof; together with all replacements and proceeds ofTrustee, and additions and accessions to, any the Trustee shall have no liability to the Holders of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCNotes.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Korth Direct Mortgage LLC)
Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof "Effective Date" (defined in the Loan Agreement) a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks marks, in every case, arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, permits consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, security deposits, letters of credit, lease bonds and other deposit substitutes, credit enhancements, other like items, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the Pennsylvania California Uniform Commercial Code, as amended or recodified from time to time (“UCC”)time, and is acknowledged and agreed to be a “"construction mortgage” " under the UCCsuch Sections.
Appears in 1 contract
Sources: Deed of Trust (Communications & Power Industries Inc)
Security Interest. Mortgagor To secure the complete and timely payment and satisfaction of all Obligations, Assignor hereby assigns, mortgages and pledges to Assignee and grants and assigns to Mortgagee as of the date hereof Assignee a security interestinterest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale, to secure payment the extent permitted by law, all of such Assignor’s right, title and performance of interest in and to all of the Secured Obligationsfollowing, whether now owned or existing and filed or hereafter acquired or arising and filed (collectively with items named in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelysection 2.2, below, the “Collateral”): All goods, building ):
(a) patents and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementpatent applications, including, without limitation, the Existing Swap; inventions and improvements described and claimed therein, and those patents listed on Exhibit “A”, attached hereto and made a part hereof, and (i) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all Contracts referenced income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in Section 5.16 below clauses (i)-(iv), are sometimes hereinafter individually and/or collectively referred to as the “Patents”);
(b) copyrights, copyright registrations, copyright applications and all computer programs, operating systems, application systems, hardware or software of any nature whatsoever owned by Assignor, whether operational, under development or inactive, including all object codes, source codes, modules, technical manuals, user manuals, operating instructions and procedures, in-put and out-put formats, program listings, narrative descriptions, program flow charts, file layouts, report layouts, screen layouts and other documentation therefor (including property management internal notes, memoranda, status evaluations, marketing information and leasing agreementswrite-ups), architects’ agreementsand all improvements, and/or construction agreements with respect to the completion modifications, enhancements, new releases and revisions thereof, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereofnature; together with all replacements and proceeds of, and additions and accessions to, tangible media upon which any of the foregoingforegoing are recorded or encoded, including, without limitation, all chips, disks, tapes, film and paper; together including, without limitation, the copyrights, copyrights registrations and copyrights applications listed on Exhibit “C” attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with all booksrespect thereto, records including, without limitation, damages and files payments for past or future infringements thereof, and (c) the right to the extent relating to any of the foregoing. As to sue for past, present and future infringements thereof (all of the above described personal property which is or which hereafter becomes a foregoing items are sometimes referred to herein collectively as the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCopyrights”); and
(c) all material license agreements with any other party, whether Assignor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit “D” attached hereto and made a part hereof, and the right to prepare for sale, sell and advertise for sale all inventory now or hereafter owned by Assignor and now or hereafter covered by such licenses (all of the foregoing is acknowledged and agreed hereinafter referred to be a collectively as the “mortgage” under the UCCLicenses”).
Appears in 1 contract
Sources: Patents, Trademarks, Copyrights and Licenses Security Agreement (Intest Corp)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of ▇▇ ▇ecure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, each Seller hereby grants to Buyer a continuing lien upon and security interest in all of such Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, investment property, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property);
(B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit;
(C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment);
(D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to furniture, furnishings, fixtures, tools, supplies and motor vehicles;
(E) All farm products, crops, timber, minerals and the completion of any improvements on the Subject Propertylike (including oil and gas), general intangibles, chattel paper ;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing;
(G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and
(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As No Seller is authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in such Seller's usual course of business. Each Seller agrees to sign any instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Each Seller authorizes Buyer to file financing statements without notice to such Seller, with all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeappropriate jurisdictions, as amended Buyer deems appropriate, in order to perfect or recodified from time protect Buyer's interest in the Collateral. Each Seller agrees to time (“UCC”)deliver to Buyer the originals of all instruments, chattel paper and is acknowledged documents evidencing or related to Purchased Receivables and agreed to be a “mortgage” under the UCCCollateral.
Appears in 1 contract
Sources: Accounts Receivable Purchase Agreement (Return on Investment Corp)
Security Interest. Mortgagor The Debtor, for valuable consideration, receipt of which is acknowledged, hereby grants to the Secured Party, a security interest in Debtor's now owned or hereafter acquired:
(a) accounts and assigns to Mortgagee accounts receivable, including, but not limited to, all accounts as defined in Section 9-102(a)(2) of the date hereof a security interestUniform Commercial Code as enacted in the Commonwealth of Massachusetts, to secure payment and performance of whether or not adopted by any other relevant jurisdiction, all rights of the Secured Obligations, in Debtor to payment for goods sold or leased or for services rendered; all obligations owing to the Debtor evidenced by an instrument or chattel paper arising from the sale or lease of goods or the rendering of services; all rights of the following described personal property Debtor to payment under a contract not yet earned by performance; all other obligations owing to the Debtor of any kind or nature arising from the sale or lease of goods or the rendering of services, including all writings, if any, evidencing the same; and any and all proceeds of any of the foregoing (collectively the "Accounts Receivable"); and 30
(b) all records and computer programs and contracts with third party service providers in which Mortgagor now or at any time hereafter has any interest manner relating to the billing and collection of the Accounts Receivable; and
(collectivelyc) all inventory, the “Collateral”): All goodsincluding, building and other but not limited to, all supplies, raw materials, supplies, work in process, equipmentfinished goods and merchandise (collectively, machinery, fixtures, furniture, furnishings, signs and the "Inventory"); and
(d) all other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentDebtor, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below goods (including property management all equipment and leasing agreementsaccessories thereto), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of creditdeposit accounts, letter of credit rights, security and all other investment properties, supporting obligations, general intangibles (including payment intangibles); and all products and proceeds of the above, including insurance policiesproceeds (collectively, insurance and condemnation awards and proceedsthe "Collateral"). Notwithstanding the foregoing, Collateral shall not include (i) any other rights to the payment of moneypatents, patent applications, trademarks, trademark applications, copyrights, copyright applications, software, engineering drawings, service marks, trade namessecrets, trademarks and service marks arising from or related to other intellectual property (collectively, the ownership, management, leasing "Intellectual Property") or operation of the Subject Property or (ii) any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvalscontracts, licenses, authorizations and other rights granted by, given by permits or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee agreements (a) pursuant to which the Debtor possesses, uses or has the authority to possess or use the Intellectual Property of others or (b) if the granting of a security interest therein would violate any loan enforceable provision of such contract, license, permit or agreement; , but Collateral shall, in each case, include any and all reservesrights to payment under all such contracts, deferred paymentslicenses, depositspermits and agreements, accounts, refunds, cost savings including all Accounts Receivable and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofpayment intangibles, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCproceeds thereof.
Appears in 1 contract
Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary, as of the date hereof Effective Date, a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements); together with all rents (to rents, issues, deposits and profits of the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, judgments, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreementagreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all other items of personal property (of whatever kind or nature) used in the operation of the Subject Property; all of the rights and interest of Trustor in and under all management agreements, franchise agreements and leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Trustor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Trustor in and to any interest rate protection agreement that may have been (or may hereafter be) entered into by Trustor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Trustor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania Washington Uniform Commercial Code, as amended or recodified from time to time (“"UCC”"), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Deed of Trust (Prudential Bache Equitec Real Estate Partnership)
Security Interest. Mortgagor hereby grants (a) Buyer and assigns Seller intend that the Transactions hereunder be sales to Mortgagee as Buyer of the date hereof Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security interest, to secure payment and for the performance by Seller of all of Seller's obligations to Buyer under this Agreement and the Secured ObligationsTransactions entered into pursuant to this Agreement, Seller grants Buyer, as collateral security for any obligations outstanding under this Agreement, any outstanding Transactions, any asset backed warehouse financing agreements or any other repurchase agreements between Buyer or any of its Affiliates on the one hand and Seller or any of its Affiliates on the other hand, a first priority security interest in the Purchased Assets and all distributions in respect thereof, the proceeds of any and all of the following described personal property in which Mortgagor now foregoing, Servicing Agreements and any other arrangement for the servicing of the Purchased Assets (including the right to contract for servicing), Servicing Records, servicing fees, insurance, guarantees, indemnities and warranties and proceeds thereof, relating to the Purchased Assets, Income, collections, custodial accounts and escrow accounts relating to the Purchased Assets and any other contract rights (including the right to receive principal and interest payments or at any time hereafter has any interest (collectivelyfinance charges with respect to the Purchased Assets and the right to enforce such payments, and the collateral securing such obligation), the “Collateral”): All goods, building Asset Documents and other materialsagreements or arrangements of whatever character from time relating to the Purchased Assets, suppliessecurity agreements, work in processfinancing statements, general intangibles, investment property, inventory, instruments, chattel paper, equipment, machinerygoods, fixtures, furniture, furnishings, signs accounts and other assets, whether real or personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (relating to the extent Purchased Assets or any interest in the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, Purchased Assets (including, without limitation, the Collateralized Notes and the indebtedness evidenced thereby and all acquisition agreements collateral security therefor including, without limitation, all security agreements, mortgage loans, deeds of trusts and all other assets and properties securing such Collateralized Notes), securities backed by or representing an interest in such Purchased Assets, Takeout Commitments and all collateral of Seller, however defined, held from time to time by Buyer, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the "Collateral"). Seller represents that with respect to all Purchased Assets in the form of a participation certificate or other instrument evidencing ownership of an underlying pool of assets there has been a UCC-1 financing statement filed evidencing the security interest of the issuer, for the benefit of the holders of such certificate or instrument, in such pool of assets, including any chattel paper related to such assets. Seller also represents that, with respect to all Collateralized Notes subject to Transactions, a UCC-1 financing statement has been filed and is in effect naming Seller the secured party with respect to the Subject Property); collateral securing such Collateralized Notes.
(b) Seller shall pay all of Mortgagor’s rights under any Swap Agreementfees and expenses associated with perfecting Buyer's security interest in the Collateral, or establishing Buyer's Lien on Assets, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion cost of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing financing statements under the Pennsylvania Uniform Commercial CodeCode and recording assignments of Mortgage, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCwhen required by Buyer in its sole discretion.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, (documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles, including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property;
(B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit;
(C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment);
(D) All equipment, architects’ agreementsmachinery, and/or construction agreements with respect to the completion of any improvements on the Subject Property)furniture, general intangiblesfurnishings, chattel paper fixtures, tools, supplies and motor vehicles;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing;
(G) All books and records pertaining to all of the foregoing; together with all booksand
(H) All proceeds of the foregoing, records whether due to voluntary or involuntary disposition, including insurance proceeds; provided that, anything herein to the contrary notwithstanding, Buyer shall have a security interest in the Seller's copyrights, patents, and files trademarks only to the extent that a judicial authority (including without limitation a U.S. Bankruptcy Court) holds that a perfected security interest in such copyrights, patents, or trademarks is necessary to have a perfected security interest in the proceeds thereof (including without limitation proceeds consisting of accounts, accounts receivable, royalties, payment intangibles, and other rights to payment arising from, in connection with or relating to such collateral Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for (i) the sale of finished inventory in the foregoing. As to all Seller's usual course of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)business, and is acknowledged (ii) dispositions of damaged, excess, unutilized or obsolete inventory, equipment, machinery, furniture, furnishings, fixtures, tools, supplies and agreed motor vehicles in the ordinary course of business. Seller agrees to be sign UCC financing statements, in a “mortgage” under form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.
Appears in 1 contract
Sources: Accounts Receivable Purchase Agreement (Adept Technology Inc)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to the Provider of all of the Secured Obligations, the Company hereby grants to the Provider a continuing lien upon and security interest in all of the following described personal property Company’s now existing or hereafter arising rights and interest in which Mortgagor the following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “Collateral”): ):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights In and under license agreements, and all other intellectual property;
(B) All inventory, including the Company’s rights to any returned or rejected goods, with respect to which the Subject Property); Provider shall have all the rights of Mortgagor’s any unpaid the Company, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit;
(C) All funds, refunds and other amounts due the Company, including, without limitation, amounts due the Existing Swap; all Contracts referenced in Section 5.16 below Company under this Agreement (including property management the Company’s right of offset end recoupment);
(D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and leasing agreementsmotor vehicles;
(E) All farm products, crops, timber, minerals and the like (including oil and gas), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper ;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing;
(G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and
(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As The Company is not authorized to all sell, assign, transfer or otherwise convey any Collateral without the Provider’s prior written consent, except for the sale of finished inventory in the Company’s usual course of business. The Company agrees to sign UCC financing statements, in a form acceptable to the Provider, and any other instruments and documents requested by the Provider to evidence, perfect, or protect the interests of the above described personal property which is Provider in the Collateral. The Company agrees to deliver to the Provider the originals of all instruments, chattel paper and documents evidencing or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time related to time (“UCC”), Pledged Receivables and is acknowledged and agreed to be a “mortgage” under the UCCCollateral.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementinterest rate swap agreement, including, without limitation, the Existing Swapor other interest rate hedge agreement of any type executed by and between Mortgagor and Mortgagee; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor▇▇▇▇▇▇▇▇▇; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Michigan Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “construction mortgage” under the UCC.
Appears in 1 contract
Security Interest. Mortgagor Grantor hereby grants and assigns to Mortgagee as of the date hereof Bank a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereintherein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property land described on in Exhibit A “A” attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) Security Deed or (ii) any existing or future improvements on the Improvementsreal property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all rents (to and security deposits derived from the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing leasing, operation, sale or operation disposition of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBank relating to the Subject Property, whether or not disbursed; all funds deposited with Mortgagee Bank pursuant to any loan agreementagreement relating to the Subject Property; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of As security for the date hereof a security interest, to secure payment and performance when and as due of all of the Secured Obligations, Grantor hereby grants to the Lender, a continuing security interest in and a lien upon, and a right of set off against, and hereby assigns to the Lender as security all of the following described personal types of its property in which Mortgagor it has a right or interest now existing or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinacquired or arising, wherever such property is located or situated, which are or are to be incorporated intoincluding all parts, used accessions, substitutions, replacements, proceeds (including all cash received in connection withrespect of any Collateral) and products thereof, or appropriated for use on thereto and therefor:
(a) all (i) the real property described on Exhibit A attached hereto copyrights, copyright registrations and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentapplications for copyright registration, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect renewals and extensions thereof, the right to the Subject Propertyrecover for all past, present and future infringements thereof, and all other rights of any kind whatsoever accruing thereunder or pertaining thereto (collectively, "Copyrights"); all of Mortgagor’s rights under any Swap Agreement, (ii) patents and patent applications, including, without limitation, the Existing Swap; inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all Contracts referenced in Section 5.16 below income, royalties, damages and payments now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, the right to ▇▇▇ for past, present and future infringements thereof, and all rights corresponding thereto throughout the world (including property management and leasing agreements"Patents"), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper and (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of moneyiii) trademarks, trade names, trademarks corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, prints and labels on which said trademarks, corporate names, company names, business names, fictitious business names, trade names, trade styles and service marks arising from have appeared or related to appear, designs and general intangibles of like nature, and the ownershipgoodwill associated therewith, managementnow existing or hereafter adopted or acquired, leasing all right, title and interest therein and thereto, and all registrations and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office or operation in any similar office or agency of the Subject Property United States, any State thereof, or any business other country or any political subdivision thereof, all whether now owned or hereafter acquired (collectively, "Trademarks") together with (A) all inventions, processes, production methods, proprietary information, know-how and trade secrets used or useful in its business, including, but not limited to, all HTML code and all other software code provided or developed by Grantor for any and all of its customers; (B) all licenses or user or other agreements granted to it with respect to any of the foregoing, in each case whether now or hereafter conducted thereon by Mortgagorowned or used; (C) all permitsinformation, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs, and the like; (D) all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured; (E) all accounting information and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; (F) all licenses, consents, approvalspermits, licensesvariances, authorizations certifications and other rights granted by, given by or obtained from, any approvals of governmental entity with respect to the Subject Property; all deposits or other security agencies now or hereafter made with held; and (G) all causes of action, claims and warranties now or given to utility companies by Mortgagor with hereafter owned or acquired in respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind of the items listed above;
(b) all books and records (including computer databases and software for accessing it) related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with and
(c) all booksproceeds, records products and files to the extent relating accessions of and to any of the foregoing. As property described in clauses (a) and (b) above in this Section 1 (including, without limitation, any proceeds of insurance thereon), and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all of books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the above described personal property which is possession or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended its control or recodified any computer bureau or service company from time to time (“UCC”), acting for it. All of the foregoing property and interests described in this Section 1 and any part thereof is acknowledged hereinafter called "Collateral". The security interest granted hereby shall be continuing and agreed to be a “mortgage” under the UCCshall secure all present and future Obligations whether or not at some prior point in time all Obligations then outstanding shall have been satisfied.
Appears in 1 contract
Sources: Security Agreement (Sedona Corp)
Security Interest. Mortgagor hereby grants As collateral security for the prompt performance and assigns to Mortgagee as payment in full of the date hereof a security interestindebtedness evidenced by this Note, to secure payment including accrued and performance unpaid interest and costs of all of the Secured Obligations, collection and any other charges due in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest connection herewith (collectively, the “"Obligations"), the Corporation hereby grants to the Lender a continuing security interest in all assets now or hereafter owned or acquired by the Corporation, and any accessions or substitutions thereto, including without limitation the following (collectively, the "Collateral”"): All goods, building inventory of the Corporation; all goods and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) equipment of the Corporation; all accounts receivable of the Corporation; all real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3)Corporation; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to rights of the Subject Property)Corporation; all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights of the Corporation to the payment of money, amounts due under factoring agreements, tax refunds and insurance proceeds; all interests of the Corporation in goods as to which an account receivable shall have arisen; all files, records and writings of the Corporation or in which it has an interest in any way relating to the foregoing property; all deposit accounts, investment property, instruments, documents of title, policies and certificates of insurance, securities, promissory notes, chattel paper, deposits, cash or other property owned by the Corporation or in which it has an interest; all general intangibles of the Corporation including without limitation good will, trade secrets, trade names, trademarks trademarks, URLs, patents, patent applications and service marks arising from or related to the ownership, management, leasing or operation any rights of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations Corporation to retrieval from third parties of electronically processed and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating recorded information pertaining to any of the foregoing. As to foregoing types of Collateral; and proceeds and products of all of the above described personal property which is foregoing. The Corporation shall cooperate with the Lender in preparing and filing one or which hereafter becomes more UCC-1 financing statements or other financing notices complying with the requirements of applicable law and otherwise in form approved by the Lender; and shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Lender may reasonably require more completely to vest in and assure to the Lender its rights hereunder or in any of the Collateral. Upon the happening of any Event of Default, the Lender shall have all of the rights and remedies of a “fixture” under applicable law, this Mortgage constitutes a fixture filing secured party under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee as of the date hereof Beneficiary a security interest, to secure payment and performance of all of the Secured ObligationsObligations of Trustor, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property and the improvements situated thereon as described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property Property pursuant to Section 1.1 above) or (ii) the Improvements); together with all rents rents, issues, deposits and profits of the Secured Property (to the extent, if any, they are not subject to Article 3III above); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all letter of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property)credit rights, general intangibles, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Secured Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Secured Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Secured Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Secured Property; all plans, drawings and specifications relating to the Subject Secured Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Secured Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all This Deed of the above described personal property which is or which hereafter becomes Trust constitutes a “fixture” under applicable law, this Mortgage constitutes financing statement filed as a fixture filing under pursuant to the Pennsylvania provisions of Division 9 of the California Uniform Commercial Code, as amended or recodified from time to time (“UCCCUCC”), ) with respect to those portions of the Secured Property consisting of goods which are or are to become fixtures relating to the Secured Property. The addresses of Trustor (Debtor) and is acknowledged Beneficiary (Secured Party) are set forth in Section 5.8 below. Terms used in the description of the Collateral and agreed to be a “mortgage” under not specifically defined shall have the UCCmeaning given such terms in the CUCC.
Appears in 1 contract
Sources: Deed of Trust (Westaff Inc)
Security Interest. Mortgagor Debtor hereby grants to Secured Party a second priority security interest (junior and assigns subordinate only to Mortgagee as of the date hereof a security interestSenior Security Agreement) in the following property, to secure payment whether now owned or existing or hereafter arising or acquired and performance of wherever arising or located (such property being hereinafter sometimes called the "Collateral"):
(a) all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit its accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, draftsdeposit accounts, letters of creditfunds on deposit with Secured Party, investment property, investment securities, financial assets, letter of credit rights, electronic chattel paper, software, supporting obligations, insurance policiespayment intangibles, insurance commercial tort claims and condemnation awards all other personal property, whether now owned or hereafter acquired, including without limitation, all lease receivables and proceedsnote receivables, any other rights to the payment of moneyall cash, trade namesnotes, trademarks drafts and service marks acceptances arising therefrom, all returned and repossessed goods arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any such accounts, or other proceeds of the foregoing. As to any sale, lease or other disposition of inventory, all tradenames, trademarks, patents and other licenses, and all proceeds (including insurance proceeds) and products thereof;
(b) all of the above described its inventory, whether now owned or hereafter acquired, including, without limitation, all raw materials, goods in process, finished goods and other tangible personal property which is held for sale or which lease or furnished or to be furnished under contracts for service or used or consumed in Debtor's trade or business and all additions, accessions, substitutions, attachments and replacements thereto and all contracts with respect thereto and all documents of title evidencing or representing any part thereof and all products and proceeds (including insurance proceeds) thereof; and
(c) all of its machinery, equipment, rolling stock, furniture, fixtures and personalty of every nature and description, whether now owned or hereafter becomes a “fixture” under applicable lawacquired, this Mortgage constitutes a fixture filing under and all appurtenances, accessions and additions thereto and substitutions and replacements therefor, wheresoever located, including all tools, parts and accessories used in connection therewith, and all products and proceeds thereof (including insurance proceeds). All terms used herein that are defined in the Pennsylvania Uniform Commercial Code, Code as amended or recodified adopted in the State of Texas shall have the meanings specified in the Uniform Commercial Code as adopted by the State of Texas as in effect from time to time (“the "UCC”"), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of As collateral security for payment in full by the date hereof a security interest, to secure payment and performance Debtor of all of amounts when due under the Secured Obligations, in all of Note and the following described personal property in which Mortgagor now or at any time hereafter has any interest other obligations to be performed under this Security Agreement and the Note (collectively, the “Collateral”): All goods"OBLIGATIONS"), building Debtor hereby pledges, assigns and grants to the Secured Party a continuing first priority security interest, subject only to that certain Promissory Note and Security Agreement, each dated as of March 21, 2002 by and between Debtor and Olive Enterprises, Inc., in and lien on the following, whether now owned or hereafter acquired, (the "COLLATERAL"):
(a) Equipment as defined in the UCC, including without limitation, equipment in all of its forms, wherever located, all machinery and other materials, supplies, work in process, equipment, machinery, fixturesgoods, furniture, furnishings, signs fixtures, office supplies and other tangible personal property and embedded software included thereinall parts thereof and all accessions thereto, wherever situatedincluding, which are without limitation, office, kitchen and restaurant furniture and furnishings, ovens, refrigeration and other food storage devices, computers, cash registers and credit card processing devices, motor vehicles and other machinery and equipment (whether utilized in the kitchen, restaurant or are to be incorporated intootherwise), used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents parts, fittings, special tools, alterations, substitutions, replacements and accessions thereto;
(to b) Inventory as defined in the extentUCC, if anyincluding without limitation, they are not subject to Article 3); all inventory, accountsfood, cash receiptsfood stuffs, deposit wines, liquors and all other beverages, in all of its forms, all linens, crystal, glassware, barware, stemware, silverware, china, dishes, cups, saucers, pots, pans, utensils and all other items of personal property used or usable in the operation of the business of the Debtor, all paper products, menus, maintenance, janitorial and cleaning and other operating supplies and equipment, other supplies, labels, ▇▇▇▇ checks and sales and promotional materials and brochures, wherever located;
(c) Accounts as defined in the UCC, including without limitation, all accounts, accounts receivable, contract rights, licenseschattel paper, electronic chattel paper, letter of credit rights, instruments, acceptances, drafts, and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, together with all ledger sheets, files, records and documents relating to any of the foregoing, (collectively, the "RECEIVABLES"), and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such Receivables other than contracts or agreements which by their terms expressly prohibit the granting of a lien, charge, security interest or encumbrance (collectively, a "LIEN"). The term "Receivables" shall also include, but not be limited to, the right to receive the proceeds, cash or other consideration received in connection with the Company's sale, transfer, assignment or disposition of its operations in ▇▇▇▇ County, California.
(d) All rights under all contracts and agreements to which the Debtor is a party (other than contracts or agreements which by their terms expressly prohibit the granting of a Lien and security interest thereon);
(e) All right, title and interest, in, to and under, any accounts or deposit accounts maintained by the Debtor at any bank or other financial institution;
(f) General intangibles as defined in the UCC, including without limitation, payment intangibles, software, good will and tax refunds;
(g) All other personal property of the Debtor, including, without limitation, all acquisition agreements with respect other goods, documents, instruments, general intangibles, money, accounts and chattel paper; and
(h) All documents and documents of title relating to or covering any of the Subject Property)foregoing or any other assets; all and
(i) All products and proceeds of Mortgagor’s rights under any Swap Agreementof the foregoing, including, without limitation, the Existing Swap; insurance proceeds, all Contracts referenced in Section 5.16 below (including property management payments and leasing agreements), architects’ agreements, and/or construction agreements other distributions with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCthereto.
Appears in 1 contract
Sources: Merger Agreement (Usa Broadband Inc)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising and wherever located (collectively, the “"Collateral”): "):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, (documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles ( including, without limitation, all acquisition claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies ( including rights to premium refunds), rights to tax refunds, copyrights, rights in and under license agreements and all other intellectual property excluding patents and trademarks); (B) All Inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property)rights of any unpaid seller, including the rights of repelvin, claim and delivery, reclamation, and stoppage in transit; all of Mortgagor’s rights under any Swap Agreement(C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement ( including Seller's right of offset and recoupment); (D) All equipment, machinery, furniture, furnishing, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Existing Swap; all Contracts referenced in Section 5.16 below like (including property management oil and leasing agreementsgas), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper ; (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of all of the foregoing; together with all books, (G) All books and records and files to the extent relating to any of the foregoing. As pertaining to all of the above described personal property which foregoing; and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or which hereafter becomes otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all (a) Each of the following described personal property in which Mortgagor items or types of property, whether now owned or at any time hereafter has any interest acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the Purchased Items (collectivelythe "Purchased Items"): all Purchased Assets, the “Collateral”): All goodsEquity Interests, building all rights and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on security interests under each Purchase Agreement (ibut not the obligations thereunder) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (those rights relate to the extentPurchased Assets, if anyall Mortgage Loan Documents, they are not subject to Article 3); all inventoryMortgage Asset Files, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition promissory notes, all Security Agreements relating to the Purchased Assets and any other collateral pledged or otherwise relating to such Purchased Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Asset, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Purchased Assets, all Servicing Agreements, Servicing Records, Servicing Files and Servicer Accounts established pursuant to any Servicing Agreement, Pooling and Servicing Agreement or otherwise and all amounts on deposit therein, from time to time, all rights of the Seller under any Pooling and Servicing Agreements relating to the Purchased Assets, all other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Subject Property); all of Mortgagor’s Purchased Assets and the right to enforce such payments, insurance policies and the rights under to any Swap Agreement, including, without limitationinsurance proceeds, the Existing Swap; Collection Account and all Contracts referenced in Section 5.16 below (including property management and leasing agreements)monies, architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred paymentscash, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property securities or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal investment property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time on deposit in the Collection Account, or any collection account, escrow account, collateral account or lock - box account related to the Purchased Items, rights of the Seller under any letter of credit, guarantee, or other credit support or enhancement related to the Purchased Items, any Interest Rate Protection Agreements relating to the Purchased Assets, all "general intangibles", "accounts", "chattel paper", "deposit accounts", "instruments", "securities" and "investment Loan Purchase and Repurchase Agreement (“UCC”)Wachovia and Arbor) 76 property" as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and is acknowledged any and agreed to be a “mortgage” under all replacements, substitutions, distributions on or proceeds of any and all of the UCCforegoing.
Appears in 1 contract
Sources: Loan Purchase and Repurchase Agreement (Arbor Realty Trust Inc)
Security Interest. Mortgagor Debtor hereby grants to Secured Party a continuing security interest in and assigns to Mortgagee as and a lien upon, the following personal property and other assets and interests in property of Debtor (the date hereof a security interest, “Collateral”) in order to secure payment prompt repayment of any and performance of all of the Secured Obligations, Obligations in all accordance with the terms and conditions of the following described personal property Loan Documents and in which Mortgagor order to secure prompt performance by Debtor of its covenants and duties under the Loan Documents:
(a) (i) All of Debtor’s now owned or at any time hereafter has any acquired right, title and interest in and to each of the following:
(1) Production agreement between Coming Home Studios, LLC and ▇▇▇▇▇ ▇▇▇▇▇ Ltd. dated March 1, 2004;
(2) Production agreement between Coming Home Studios, LLC and Godsmack Partnership dated March 18, 2004;
(3) Production agreement between Coming Home Studios, LLC and ▇▇▇▇ Cat Records, Inc. dated as of April 11, 2003 and executed August 18, 2003; and
(4) Distribution Agreement between Coming Home Studios, LLC and Ideal Entertainment dated May 21, 2004 (collectively, the “CollateralDesignated Contracts”): All goods, building ); and [Insert other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs production and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or distribution agreements]
(ii) All of Debtor’s now owned or hereafter acquired right, title and interest in and to any Accounts, Books, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Property, Negotiable Collateral, and Supporting Obligations (all as defined in the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements Code) with respect to the Subject Property)Designated Contracts, including present and future inventory and merchandise, all present and future goods held for sale or lease or to be furnished under a contract of service, all raw materials, work in process and finished goods, all packing materials, supplies and containers relating to or used in connection with any of the foregoing, and all bills of lading, warehouse receipts or documents of title relating to any of the following; and
(b) all proceeds and products, whether tangible or intangible, of Mortgagor’s rights under any Swap Agreementof the foregoing, including, without limitation, the Existing Swap; proceeds of insurance covering any or all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or foregoing, and any business now or hereafter conducted thereon by Mortgagor; all permitsproceeds resulting from the sale, consentsexchange, approvalscollection, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments disposition of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records or any portion thereof or interest therein, and files to the extent relating to any of the foregoingproceeds and products thereof. As to all used in this Security Agreement, “proceeds” means: whatever is acquired upon the sale, lease, license, exchange or other disposition of the above described personal property which Collateral; whatever is collected on, or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), distributed on account of Collateral; and is acknowledged and agreed to be a “mortgage” under the UCCany rights arising out of Collateral.
Appears in 1 contract
Sources: Security Agreement (SRS Labs Inc)
Security Interest. Mortgagor Undersigned hereby grants and assigns to Mortgagee as of the date hereof Bank a security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following property now owned or hereafter acquired by Undersigned. [_] ________ The securities described personal property below, together with all cash, stock or other dividends or distributions paid upon or made in which Mortgagor now respect of such securities in any form; all securities received in addition to or at any time hereafter has any interest in exchange for such securities; and all subscription rights incident to such securities; ______ all equipment, wherever located, including machinery, motor vehicles, furniture and fixtures; ______ all inventory (collectivelywhether held for sale or lease or to be furnished under contracts of service), the “Collateral”): All goods, building and other raw materials, supplies, work in process, equipmentand materials used or consumed in the conduct of Undersigned's business, machineryand all books, fixturesrecords, furniture, furnishings, signs invoices and other personal property documents which describe or evidence the same; and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with _____ all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract contracts rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible)choses in action, instruments, documentschattel paper, promissory notes, drafts, letters documents (including all documents of credit, letter of credit rights, supporting obligations, insurance policies, insurance title and condemnation awards warehouse receipts) and proceeds, any other all rights to the payment of money, trade names, trademarks and service marks arising from however evidenced or related arising. [_] ________ Other. In addition to the ownershipforegoing, managementUndersigned: (1) grants to Bank a security interest in all substitutions for, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitsrenewals of, consentsimprovements, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofadditions to, and additions the products and accessions to, any proceeds (cash and non-cash) of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above foregoing property and any insurance policies relating thereto; (2) grants to Bank a security interest in, lien upon, and right of setoff against, all deposit accounts, credits, securities, moneys or other property of Undersigned which may at any time be in the possession of, delivered to, or owed by Bank, including any proceeds or returned or unearned premiums of insurance, and the proceeds of all the foregoing property; and (3) assigns to Bank all moneys which may become payable on any policy of insurance required to be maintained under this Note, including any returned or unearned premiums. All such property subject to Bank's security interests described personal in this Section 1 is referred to herein collectively as the "Collateral." With respect to Section 4 hereunder, the term "Collateral" shall not include the property which is or which hereafter becomes a “fixture” described in Subsection (2) of this Section 1. All security interests in Collateral shall be deemed to arise and be perfected under applicable law, this Mortgage constitutes a fixture filing under and governed by the Pennsylvania Uniform Commercial Code, as amended except to the extent that such law does not apply to certain types of transactions or recodified from time to time (“UCC”)Collateral, and is acknowledged and agreed to be a “mortgage” under the UCCin which case applicable law shall govern.
Appears in 1 contract
Sources: Note and Security Agreement (Rf Power Products Inc)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof “Closing Date” (defined in the Credit Agreement) a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): ):
(a) All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereintherein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) any existing or future improvements on the Improvementsreal property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all rents (to and security deposits derived from the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing leasing, operation, sale or operation disposition of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, w▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. .
(b) As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Arkansas Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Mortgage (Virco MFG Corporation)
Security Interest. Mortgagor hereby grants and assigns to the Mortgagee as of the date hereof a continuing security interest, to secure payment and performance of all of the Secured Obligations, interest in all of the following described personal property Property in which Mortgagor now or at any time hereafter has any a security interest may be granted under the Uniform Commercial Code as such is in effect in the Commonwealth of Massachusetts (collectively“UCC”), including without limitation, all of the following (“Collateral”): All Fixtures, Equipment, Personal Property, goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; Loan Document, including, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; and all rights of Mortgagor under the Ground Lease and as lessees under all personal property leases with respect to the Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial CodeUCC, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Security Interest. Mortgagor hereby grants (a) As security for the prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance in full of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all of the Secured other Obligations, the Company hereby grants to the Collateral Agent, for the benefit of itself and the Holders, a security interest in and continuing first priority Lien on, all of its right, title and interest in, to and under the following described personal property following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located (all of which Mortgagor now or at any time hereafter has any interest (collectively, is defined as the “"First Lien Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on "):
(i) the real property described on Exhibit A attached hereto Copyrights, Copyright Licenses, Trademarks, Trademark Licenses, and incorporated by reference herein (all proprietary rights in and to all products and proceeds therefrom, except the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or Copyright Licenses and Trademark Licenses listed in Schedule 2.1(a)(i);
(ii) the ImprovementsFirst Lien Eligible Assets, and all products and proceeds therefrom;
(iii) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's distribution center in Crawfordsville, Indiana, on the land more particularly described in Exhibit A hereto (the "Distribution Center"), including, but not limited to, any Equipment or Goods, all items listed on Schedule 2.1(a)(iii) and all excess cash proceeds held by the Collateral Agent pursuant to section 1.05 or section 1.13 of the Mortgage, and all products and proceeds therefrom;
(iv) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's manufacturing facility in Racine, Wisconsin, on the land more particularly described in Exhibit B hereto (the "Manufacturing Facility"), including, but not limited to, any Equipment or Goods and all items listed on Schedule 2.1(a)(iv), and all products and proceeds therefrom; together with and
(v) personal property (other than Second Lien Collateral) and fixtures owned by the Company located at the Company's and its Parent's headquarters in New York City, on the land more particularly described in Exhibit C hereto (the "Headquarters"), including, but not limited to, any Equipment or Goods and all rents (items listed on Schedule 2.1(a)(v), and all products and proceeds therefrom; PROVIDED that the security interest and continuing first priority Lien granted to the extentCollateral Agent by the Company with respect to the items of the First Lien Collateral listed in Sections 2.1(a)(ii), (iii), (iv) and (v) hereof, may be subject to Permitted Liens (as defined in the Indenture) other than Eligible Credit Facility Liens.
(b) As further security for the prompt and complete payment and performance in full of the principal of, premium, if any, they are not and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all other Obligations, the Company hereby grants to the Collateral Agent, for the benefit of itself and the Holders, a security interest in and continuing second priority Lien (subject to Article 3Permitted Liens) on, all of its right, title and interest in, to and under the Second Lien Eligible Assets, in each case whether now owned or existing or hereafter acquired or arising, and wherever located (all of which is defined as the "Second Lien Collateral"); PROVIDED, however, (A) such Lien and security interest in the Second Lien Collateral shall be junior in all inventoryrespects to Eligible Credit Facility Liens of the Lenders in the Second Lien Collateral securing up to $30.0 million aggregate principal amount of borrowings under the Eligible Credit Facilities and their pro rata share of related interest, accountsdefault interest, cash receiptsexpenses, deposit accounts, accounts receivable, contract rights, licenses, agreements, fees and premiums; (B) notwithstanding anything to the contrary contained in this Security Agreement (including, without limitation, all acquisition agreements Article VI hereof), the Indenture or any other Collateral Agreement, until the Eligible Credit Facility Liens are indefeasibly fully satisfied, released or terminated, the Collateral Agent shall be prohibited from taking any action with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementsuch Eligible Credit Facility Liens or Second Lien Collateral, including, without limitation, attempting to foreclose or realize upon or collect the Existing Swapproceeds of any Second Lien Collateral or otherwise exercising any rights and remedies of any kind or nature whatsoever with respect to any such Eligible Credit Facility Liens or Second Lien Collateral, including, without limitation, (I) any right to seek adequate protection in a bankruptcy proceeding of its interests in the Second Lien Collateral prior to similar action by the Lenders, (II) any right with respect to any such Eligible Credit Facility Liens to object to or participate in the manner of liquidating the Second Lien Collateral, or (III) any right with respect to any such Eligible Credit Facility Liens to claim the benefits of any doctrine of marshaling; and (C) if the claims of the Lenders have not been satisfied in all Contracts referenced respects, then any proceeds, consideration or other value received by the Collateral Agent in respect of the aforesaid Second Lien Collateral shall be received in trust for and promptly remitted to the Lenders, except this subparagraph (C) shall not apply with respect to any proceeds, consideration or other value received or to be received by the Collateral Agent (I) under a confirmed plan of reorganization of the Company or (II) following the consensual release by the Lenders of any such Second Lien Collateral. Nothing in the foregoing shall in any manner alter or abridge the rights and remedies of the Collateral Agent with respect to (x) any other collateral that is pledged to it, (y) the right to file and prosecute a secured or unsecured claim under Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements 501 of the United States Bankruptcy Code or similar evidence of indebtedness in an out-of-court or other proceeding with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic debt secured by this Lien or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofdebt, and additions and accessions to, any of (z) the foregoing; together with all books, records and files right to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCdefend its interests if challenged.
Appears in 1 contract
Sources: Security Agreement (Golden Books Family Entertainment Inc)
Security Interest. Mortgagor hereby grants (a) As security for the full, prompt and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance by you of all of your obligations to the us under this Agreement or otherwise including all costs, expenses, advances and liabilities which may be incurred by us in connection with this Agreement, including reasonable attorneys' fees to enforce the rights of the Franchisor under this Agreement (the "Secured Obligations"), you grant to us a first priority security interest under the applicable Uniform Commercial Code in the state in which the Franchised Business is located and a security interest under any other applicable law in and to the Business Assets. You will: (i) sign any financing statements (including the form attached as Exhibit G to the FOC) or renewals, substitutions or corrections or other documents, or provide any document, and pay all connected costs necessary to perfect the security interest granted in this Section against the rights or interest of third parties and you appoint us as your true and lawful attorney, and in its name, place and stead, to make, sign, acknowledge and file all documents, instruments and forms, whether notarized or otherwise, which in the opinion of our counsel, are reasonably required to perfect the security interest granted in this Section; (ii) except in the ordinary course of its business, not sell, transfer, assign, mortgage, encumber or otherwise dispose of, or create, assume, or suffer to exist any security interest (other than as created under this Agreement) in any of the Business Assets; and (iii) at all times keep accurate and complete records of the Business Assets at its place of business and we or any of out agents have the right to call at your place of business at intervals we determine, and, without hindrance or delay, to inspect the Business Assets and to inspect, audit, check and make copies and extracts from the books, records, journals, orders, receipts, magnetic computer disks and records, correspondence and other data relating to the Business Assets. Upon the occurrence of any Event of Default, we may declare the Secured Obligations, or any of them immediately due and payable without demand or notice, and we may proceed to exercise any one or more of the rights or remedies afforded by the applicable Uniform Commercial Code or other applicable law of any jurisdiction, and any other remedies or right provided in this Agreement, all of which may be exercised, cumulatively or consecutively in our sole discretion.
(b) Upon an occurrence of an Event of Default, we will send you notice and, upon the sending of the notice, we have the right to notify all of your account debtors obligated on any or all of the following described personal property accounts receivable to make payment thereof directly to us. Moreover, we have the right to enforce and collect all amounts due with respect to the accounts receivable for purposes of satisfying the Secured Obligations. You constitute and appoint us as your lawful attorney-in-fact, and in which Mortgagor now or at your place and stead, with full power of substitution either in our name (i) to ask for, demand, sue for, collect, receive, receipt and give acquittance for any time hereafter has any interest of ▇▇▇ accounts receivable; (collectivelyii) to endorse checks, the “Collateral”): All goodsdrafts, building orders and other materialsinstruments for payment of monies payable with respect to the accounts receivable; and (iii) to settle, suppliescompromise, work in processextend the date for payment, equipmentprosecute or defend any action or proceeding with respect to the accounts receivable, machinery, fixtures, furniture, furnishings, signs all without notice or consent to you and other personal property and embedded software included therein, wherever situated, which are without discharging or are affecting your obligations under this Agreement.
(c) We agree to be incorporated into, used in connection with, or appropriated for use on subordinate our security interest to: (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or landlord's lien; (ii) the Improvementssecurity interest of a reputable institutional lender for a loan to you for working capital purposes; together with all rents (to iii) the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to purchase money security interest of an approved equipment vendor for any equipment you purchase or lease and use in the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of your Healthy Bites Grill Franchise; or (iv) the Subject Property or any business now or hereafter conducted thereon by Mortgagor; purchase money security interest of a supplier of approved products sold at your Healthy Bites Grill Franchise. You pay all permits, consents, approvals, licenses, authorizations filing fees and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other costs for perfecting our security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCinterest.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of As collateral security for the date hereof a security interest, to secure prompt payment and performance in full when due of the Benefited Obligations (whether at stated maturity, by acceleration or otherwise), the Debtor hereby pledges and assigns (as collateral) to the Collateral Agent, and grants the Collateral Agent a continuing lien on and security interest in, all of the Secured ObligationsDebtor's right, title and interest in all of and to the following described personal property in which Mortgagor following, whether now owned or at any time hereafter has any interest arising or acquired and wherever located (collectively, the “"Collateral”): All goods"):
(a) all Accounts;
(b) all Chattel Paper;
(c) all Leases;
(d) all General Intangibles;
(e) all Equipment;
(f) all Inventory;
(g) all Advances to Dealers, building Dealer Agreements (and any amounts advanced to or liens granted by Dealers thereunder), and the Installment Contracts or Leases securing the repayment of such Advances to Dealers (and other materialsindebtedness of Dealers to Debtor) and related financial property (the security interest granted hereby in such Dealer Agreements, suppliesAdvances to Dealers, work Installment Contracts and Leases, and the Accounts, Chattel Paper, General Intangibles and proceeds therefrom relating to such Dealer Agreements, Advances to Dealers, Installment Contracts and Leases being subject to the rights of Dealers under Dealer Agreements);
(h) all computer records ("Computer Records") and software ("Software"), whether relating to the foregoing Collateral or otherwise, but in processthe case of such Software, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are subject to be incorporated into, used in connection with, or appropriated for use on the rights of any non-affiliated licensee of software;
(i) the real property described on Exhibit A attached hereto all shares of stock, and incorporated by reference herein other equity, partnership or membership interests constituting ownership interests (to the extent the same are not effectively made a part or evidence thereof) or other securities, of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all Significant Domestic Subsidiaries of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified Debtor from time to time owned or acquired by the Debtor in any manner (“UCC”including without limitation, as applicable, the Pledged Shares), and is acknowledged any certificates at any time evidencing the same, and agreed all dividends, cash, instruments, rights and other property from time to be a “mortgage” under time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such shares; and
(j) the UCC.Non-Specified Interest from time to time owned or acquired by the Debtor in any manner and any certificates or other instruments at any time evidencing the same, and all dividends, cash, instruments, rights and other property (including any Non-Specified Assets) from time to time received or otherwise distributed in respect of or in exchange for any or all of such interest; and
(k) the Proceeds, in cash or otherwise, of any of the property described in the foregoing clauses (a) through (j) and all liens, security, rights. remedies and claims of the Debtor with respect thereto;
Appears in 1 contract
Security Interest. Mortgagor hereby grants To secure the prompt, unconditional, and assigns to Mortgagee as of the date hereof a security interest, to secure complete payment and performance of the Obligations when due, Debtor hereby pledges and assigns to Secured Party, and grants to Secured Party a continuing security interest in, all of Debtor’s right, title and interest in, to, and under the Secured Obligationsfollowing, in all of the following described personal property in which Mortgagor each case wherever located and whether now owned or at any time hereafter has any interest acquired or created (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); provided, that the Collateral shall not include the Excluded Collateral: all inventorypersonal and fixture property of every kind and nature, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, goods (including, without limitationbut not limited to, the Existing Swap; all Contracts referenced in Section 5.16 below equipment and any accessions thereto), all inventory, instruments (including property management and leasing agreementspromissory notes), architects’ agreementsdocuments, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangiblesaccounts, chattel paper (whether electronic tangible or tangibleelectronic), instrumentsdeposit accounts, documentssecurities accounts, promissory notes, drafts, letters of credit, letter-of-credit rights (whether or not the letter of credit rightsis evidenced by a writing), money, commercial tort claims described on Schedule 2, securities and all other investment property, supporting obligations, insurance policiescontracts, insurance and condemnation awards and proceedscontract rights, any other rights to the payment of money, trade namesinsurance claims and proceeds, trademarks software, fixtures, vehicles and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, rolling stock (whether or not disbursed; subject to a certificate of title statute), leasehold improvements, general intangibles (including all funds deposited with Mortgagee pursuant payment intangibles), and all of Debtor’s company and other business books, reports, memoranda, customer lists, credit files, data compilations, and computer software, in any form, including, without limitation, whether on tape, disk, card, strip, cartridge, or any other form, pertaining to any loan agreement; and all reservesof the foregoing property, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements products and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As Without limiting the security interest granted hereby, Debtor hereby grants to all Secured Party a limited license in Debtor’s trade names, trademarks, and service marks, together with Debtor’s goodwill associated with such trade names, trademarks, and service marks, for purposes of allowing Secured Party to use the same in connection with any foreclosure sale, auction, or any other disposition pursuant to the UCC or this Agreement; provided, that Secured Party shall not intentionally do any act or omit to do any act whereby (a) such trade names, trademarks, and service marks (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (b) any patent included in such intellectual property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (c) any portion of the above described personal copyrights included in such intellectual property which may become invalidated, otherwise impaired or fall into the public domain or (d) any trade secret that is intellectual property may become publicly available or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCotherwise unprotectable.
Appears in 1 contract
Sources: Security Agreement (iBio, Inc.)
Security Interest. Mortgagor (a) To secure its obligations under the Notes (as defined in the Note and Warrant Purchase Agreement, dated as of June 18, 2009 between the Debtor and the Secured Parties (the “Purchase Agreement”)), Debtor hereby grants to Secured Parties, pari passu, a present and assigns to Mortgagee as of continuing first priority security interest (the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, “Security Interest”) in all of the following described personal Debtor’s right, title and interest in, to and under all its property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods), building whether now owned or existing or hereafter acquired or arising and other materialswheresoever located, suppliesincluding, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on without limitation:
(i) all of Debtor’s software, including all source code, object code and documentation, and lexicon databases together, including all trade secrets, copyrights and other property rights therein;
(ii) all of Debtor’s patents and patent applications, and all continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect thereto;
(iii) all of Debtor’s trademarks, service marks and applications for trademarks and service marks, including, but not limited to, the real property described trademarks and applications to register trademarks listed on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part hereof, all common law rights in the trade marks, service marks and trade names subject to such registrations, all statutory rights that may attach to any registrations thereof and any related renewals, and all related good will;
(iv) all of Debtor’s copyrights and copyright applications;
(v) the right to ▇▇▇ for past, present and future infringement or misappropriation of trade secrets, copyrights, patents, trademarks and service marks, and all rights corresponding thereto throughout the world;
(vi) all products and proceeds of the real property pursuant foregoing, including the right to Section 1.1 abovereceive license fees, royalties and other payments in respect thereof, the proceeds of any infringement suits, and so forth;
(vii) or all equipment (iiincluding all machinery, tools and furniture), all inventory (including all merchandise, raw materials, work in process, finished goods and supplies), motor vehicles and goods (the “Tangible Collateral”);
(viii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, rights to the payment of money, payment intangibles, other receivables, contract rights, licensescontracts, agreementsleases, (chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and general intangibles of Debtor, including, without limitation, all acquisition agreements with respect to the Subject Property); tax refund claims, goodwill, going concern value, blueprints, designs, computer programs, software, service marks, inventions, trade names, customer lists, product lines and research and development, all of MortgagorDebtor’s rights under any Swap Agreementall present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation of Debtor’s business, including, to the maximum extent permitted by law, all rights incident to or appurtenant to such licenses and permits, including, without limitation, the Existing Swap; right to receive all Contracts referenced proceeds derived from or in Section 5.16 below connection with the sale, assignment or transfer of such licenses and permits;
(including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), ix) all instruments, documentsdocuments of title, promissory notesletters of credit, drafts, rights to proceeds of letters of credit, letter of credit rights, supporting obligationsobligations of every kind and description, insurance policiespolicies and certificates of insurance, insurance securities, securities entitlements, investment property, partnership interests, membership interests in limited liability companies (including, without limitation, all of Debtors’ right, title and condemnation awards interest in and proceedsto all limited liability companies, including, without limitation, Advanced Lighting Systems, LLC), and partnership interests in partnerships and to any other rights successor business entities, and the right to the payment of moneyreceive all payments and distributions due or to become due under all related partnership agreements, trade namesoperation agreements, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted byconstituent documents governing or establishing such business entities), given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, bank deposits, deposit accounts, refundschecking accounts, cost savings certificates of deposit and payments of any kind related to the Subject Property cash;
(x) all accessions, additions or any portion thereof; together with improvements to, and all replacements proceeds and proceeds products of, and additions and accessions to, any all of the foregoing, including proceeds of insurance; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.and
Appears in 1 contract
Security Interest. Mortgagor As security for the Secured Obligations described in paragraph 3 hereof, the Debtor hereby grants and assigns to Mortgagee as of the date hereof Lender a security interest, to secure payment interest in and performance of lien on all of the Secured Obligationstangible and intangible personal property and fixtures of the Debtor, in including without limitation the property described below, whether now owned or existing or hereafter acquired or arising, together with any and all additions thereto and replacements therefor and proceeds and products thereof (hereinafter referred to collectively as the "Collateral"):
(a) all of the following described Debtor's tangible personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproperty, the “Collateral”): All including without limitation all present and future goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, inventory (including, without limitation, all acquisition agreements with respect to the Subject Propertyprinted materials, merchandise, raw materials, work in process, finished goods and supplies); all of Mortgagor’s rights under any Swap Agreement, equipment, merchandise, furniture, fixtures, office supplies, motor vehicles, machinery, paper, tools, computers, and associated equipment now owned or hereafter acquired, including, without limitation, the Existing Swap; all Contracts referenced tangible personal property used in Section 5.16 below the operation of the businesses of the Debtor;
(including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect b) to the completion extent that such rights are assignable as collateral, the Debtor's rights under all present and future authorizations, permits, licenses and franchises issued, granted or licensed to the Debtor for the operation of any improvements on its business;
(c) to the Subject Property)extent that such rights are assignable, general intangiblesall of the Debtor's rights under all present and future vendor or customer contracts and all franchise, chattel paper distribution, construction, engineering, management, direct marketing and advertising and related agreements; and
(whether electronic or tangible)d) all of the Debtor's other personal property, instrumentsincluding, documentswithout limitation, promissory notesall present and future accounts, draftsaccounts receivable, investment property, rights to proceeds of letters of credit, letter of credit contract rights, supporting obligationsgeneral intangibles (including without limitation, insurance policiesall goodwill, insurance all trademarks, intellectual property, all customer lists, vendor lists, and condemnation awards other printed materials, including all catalogs, indexes, lists, data and proceedsother documents and papers relating thereto, blue prints, designs and research and development), any other rights to the payment of moneyinformation stored on any medium, trade namesincluding electronic medium, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all personal property of the above described personal property Debtor, all instruments, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to the Debtor from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to the Debtor, and all guaranties and security therefor. Any of the foregoing terms which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under are defined in the Pennsylvania Uniform Commercial Code, Code shall have the meaning provided in the Uniform Commercial Code as amended or recodified from time to time (“UCC”), supplemented and is acknowledged and agreed to be a “mortgage” under expanded by the UCCforegoing.
Appears in 1 contract
Sources: Security Agreement (Engage Inc)
Security Interest. Mortgagor For valuable consideration, the receipt whereof is hereby acknowledged, Borrower hereby grants to Bank a continuing security interest in and to, and assigns to Mortgagee as Bank, all assets of the date hereof a security interest, Borrower (subject to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinliens permitted hereunder), wherever situated, which are located and whether now owned or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementhereafter acquired, including, without limitation, the Existing Swap; following:
(a) all Contracts referenced inventory, including all goods, merchandise, raw materials and work in Section 5.16 below process, unpaid finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower's business (all hereinafter called the “Inventory”);
(b) all accounts as defined in the Uniform Commercial Code (“UCC”) Article 9, (hereinafter “Accounts”), contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including property management without limitation registered and leasing agreements)unregistered tradenames, architects’ agreementscopyrights, and/or construction agreements with respect customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, servicemarks, trademarks, patents, ledger sheets, files, records, data processing records relating to the completion any Accounts and all tax refunds of any improvements on the Subject Property)every kind and nature to which Borrower is now or hereafter may become entitled to, general intangibles, chattel paper (whether electronic or tangibleno matter how arising), instruments, documents, promissory notes, drafts, letters of creditchattel paper (whether tangible or electronic) deposit accounts, letter of credit rightsrights (whether or not the letter of credit is evidenced by a writing), securities, security entitlements, security accounts, investment property, supporting obligations, insurance policieschoses in action, insurance commercial tort claims, and condemnation awards all other debts, obligations and proceedsliabilities in whatever form, owing to Borrower from any person, firm or corporation or any other rights to the payment of moneylegal entity, trade nameswhether now existing or hereafter arising, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon received by Mortgagor; or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all permitsguarantees and securities therefor, consentsall right, approvalstitle and interest of Borrower in the merchandise or services which gave rise thereto, licensesincluding the rights of reclamation and stoppage in transit, authorizations all rights to replevy goods, and all rights of an unpaid seller of merchandise or services;
(c) all machinery, equipment, trade fixtures and other rights granted bysimilar goods (as defined in Article 9 of the Uniform Commercial Code) whether now owned or hereafter acquired by Borrower and wherever located, given by all replacements and substitutions therefor or obtained fromaccessions thereto and all proceeds thereof (all hereinafter called the “Equipment”);
(d) all moneys, any governmental entity with respect to securities and other property (and the Subject Property; all deposits or other security proceeds thereof) now or hereafter made with held or given received by, or in transit to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plansBank, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageefrom or for it, whether for safekeeping, pledge, custody, transmission, collection or not disbursed; otherwise and all funds deposited credits and balances of it, with Mortgagee pursuant to Bank at any loan agreement; time existing;
(e) all reservesgoods, deferred paymentsmachinery, deposits, accounts, refunds, cost savings equipment and payments all of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files Borrower’s other tangible personal property (to the extent not included within Inventory or Equipment), now owned or hereafter acquired and wherever located, as well as all of Borrower’s right, title and interest in and to any such goods as may be now or hereafter held or used by Borrower under any lease which otherwise does not provide for a security interest to a third-party, lease-purchase, conditional sales, use or other agreements under which Borrower is or may become entitled to the use and possession thereof, with any and all other rights and benefits flowing from or under such agreements, all as may be used, useful or bought for use in connection with the ownership and/or operation of Borrower’s business, and any operations incidental to or associated with the same, or otherwise, and all service contracts relating to any of the foregoing. As to , all whether now owned or hereafter acquired and wherever located, together with all replacements and substitutions therefor and all additions and accessions thereto;
(f) all right, title and interest of Borrower in any Master Swap Agreement between Borrower and Bank that may be entered into in the future, and each transaction entered into thereunder including, without limitation, all amounts payable or deliverable thereunder and the benefit of any guarantee or other credit support in connection therewith; and
(g) all proceeds and products of all of the above foregoing in any form, including, without limitation, all proceeds of credit, fire or other insurance, and also including, without limitation, rents and profits resulting from the temporary use of any of the foregoing (all of the assets described personal in this Section 1, together with any other property which is or which interests that are now or hereafter becomes a subject to the Security Documents (defined below), are sometimes hereinafter referred to as the “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCCCollateral”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Loan and Security Agreement (Star Equity Holdings, Inc.)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of As security from the date hereof a security interest, to secure Gu▇▇▇▇▇▇▇ ▇▇▇ ▇▇e payment and performance of all in full of the Liabilities, the Guarantor hereby transfers, grants, bargains, conveys, hypothecates, pledges, sets over, delivers and confirms unto the Secured Party, and grants to the Secured Party a security interest in its right, title and interest in the following (the "Collateral"), whether now owned or hereinafter acquired:
(i) Accounts (including Health-Care-Insurance Receivables, if any) howsoever arising in connection with the sale or lease of goods or services by the Guarantor to customers located in the United States or Canada;
(ii) Chattel Paper;
(iii) Instruments (including Promissory Notes);
(iv) Documents;
(v) General Intangibles (including without limitation Payment Intangibles, Software, contract rights, credits, claims, demands, debts, choses in action, trade-marks, patents, and all other intellectual property);
(vi) Letter-of-Credit Rights;
(vii) Supporting Obligations;
(viii) Deposit Accounts;
(ix) Investment Property (including without limitation certificated and uncertificated Securities), Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(x) Inventory;
(xi) Equipment (including all software, whether or not the same constitutes embedded software, used in all the operation thereof);
(xii) Money, including without limitation amounts deposited into escrow or with third parties;
(xiii) Fixtures;
(xiv) All rights to merchandise and other goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the following described foregoing;
(xv) All personal property and interests in which Mortgagor personal property of the Debtor of any kind or description now held by Secured Party or at any time hereafter has transferred or delivered to, or coming into the possession, custody, or control of, Secured Party, or any interest agent or affiliate of Secured Party, whether expressly as collateral security or for any other purpose (collectivelywhether for safekeeping, the “Collateral”): All goodscustody, building collection or otherwise), and all dividends and distributions on or other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used rights in connection with, or appropriated for use on with any such property;
(ixvi) the real property described on Exhibit A attached hereto All supporting evidence and incorporated by reference herein (documents relating to the extent the same are not effectively made a part any of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Existing Swap; all Contracts referenced in Section 5.16 below (including property management Debtor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and leasing agreements)installation certificates, architects’ agreementsinvoice copies, and/or construction agreements with respect to the completion of any improvements on the Subject Property)delivery receipts, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters and other evidences of credit, letter of credit rights, supporting obligationsindebtedness, insurance policiescertificates and the like, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all books of account, ledgers, and cabinets in which the same are reflected or maintained;
(xvii) All Accessions and additions to, and substitutions and replacements and proceeds of, any and additions and accessions to, any all of the foregoing; together with all books, records and
(xviii) All Proceeds and files to the extent relating to any products of the foregoing. As to , and all insurance of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), foregoing and is acknowledged and agreed to be a “mortgage” under the UCC.proceeds thereof;
Appears in 1 contract
Sources: Loan Agreement (Mitel Networks Corp)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure prompt payment and performance to Buyer of all of the Secured Obligations, Seller hereby grants to Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and interest in the following described personal property in which Mortgagor following, whether now owned or at any time existing or hereafter has any interest created, acquired, or arising, and wherever located (collectively, the “"Collateral”): "):
(A) All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivablereceivables, contract rights, licenseschattel paper, agreementsinstruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all acquisition agreements claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance policies (including rights to premium refunds), rights to tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property);
(B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the Subject Property); all rights of Mortgagor’s any unpaid seller, including the rights under any Swap Agreementof replevin, claim and delivery, reclamation, and stoppage in transit;
(C) All monies, refunds and other amounts due Seller, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below amounts due Seller under this Agreement (including property management Seller's right of offset and leasing agreementsrecoupment):
(D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles:
(E) All farm products, crops, timber, minerals and the like (including oil and gas), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper ;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and F) All accessions to, any substitutions for, and replacements of, all of the foregoing;
(G) All books and records pertaining to all of the foregoing; together with all books, records and files to the extent relating to any and
(H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. As Seller is not authorized to all sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the above described personal property which is or which hereafter becomes Seller's usual course of business. Seller agrees to sign UCC financing statements, in a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time form acceptable to time (“UCC”)Buyer, and is acknowledged any other instruments and agreed documents requested by Buyer to be a “mortgage” under evidence, perfect, or protect the UCCinterests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.
Appears in 1 contract
Sources: Accounts Receivable Purchase Agreement (Gensym Corp)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to To secure payment and performance of all of the Secured Obligations, in all Debtor hereby grants to Secured Party, for the benefit of the Secured Creditors, a continuing security interest in, a general lien upon, and a right of set-off against, the following described personal property in which Mortgagor Property of Debtor:
(a) all now existing and hereafter acquired or at any time arising Accounts, Goods, General Intangibles, Payment Intangibles, Deposit Accounts, Securities Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, letters of credit, Letter of Credit Rights, advices of credit, money, As-Extracted Collateral (including As Extracted Collateral from the Debtor's present and future operations, regardless of whether such mineral or gas interests are presently owned or hereafter has any interest acquired by Debtors), Commercial Tort Claims (collectivelyas listed on a schedule attached hereto), the “Collateral”): All goodsEquipment, building Inventory, Fixtures and other materialsSupporting Obligations, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents products of and Accessions to any of the foregoing and all Proceeds of any of the foregoing (including, without limitation, all insurance policies and proceeds thereof);
(b) to the extent, if any, they are not subject to Article 3); all inventoryincluded in clause (a) above, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licensesDebtor's present and future contracts, agreements, arrangements or understandings (i) for the sale, supply, provision or disposition of any natural gas, casinghead gas, all other hydrocarbons not defined as oil, carbon dioxide, and helium or other substances of a gaseous nature ("Gas"), oil or other minerals by Debtor or any one or more of its agents, representatives, successors or assigns to any purchaser or acquirer thereof, and all products, replacements and proceeds thereof (including, without limitation, all acquisition agreements with respect Gas or oil sales contracts) and (ii) relating to the Subject Propertymining, drilling or recovery of any mineral, crude oil or gas reserves for the benefit of or on behalf of Debtor or any of its agents, representatives, successors or assigns (including, without limitation, all contract mining, drilling or recovery agreements and arrangements); , and all products and Proceeds thereof and payments thereunder, together with all products and Proceeds (including, without limitation, all insurance policies and proceeds) of Mortgagor’s rights under and any Swap AgreementAccessions to any of the foregoing;
(c) to the extent, if any, not included in clause (a) above, all Gas, oil and other minerals severed or extracted from the ground (specifically including all "As-Extracted Collateral" of such Debtor and all severed or extracted Gas purchased, acquired or obtained from other parties), and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such Gas, oil or other minerals are in raw form or processed for sale and regardless of whether or not Debtor had an interest in the Gas, oil or other minerals before extraction or severance;
(d) to the extent, if any, not included above, each and every other item of personal property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below licenses, contracts and agreements (including property management including, without limitation, Commodity Hedge Agreements and leasing agreementsInterest Rate Hedge Agreements), architects’ agreements, and/or construction agreements with respect to and all collateral for the completion payment or performance of any improvements on the Subject Property)contract or agreement, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements products and proceeds of, Proceeds (including all insurance policies and additions proceeds) and accessions to, any of the foregoing; together with all books, records and files to the extent relating Accessions to any of the foregoing. As ;
(e) all present and future business records and information, including, without limitation, computer tapes and other storage media containing the same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all licenses to all use such software) for accessing and manipulating such information; and
(f) any additional property of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified Debtor from time to time (“UCC”), and is acknowledged and agreed delivered to be a “mortgage” under or deposited with Secured Party as security for the UCCSecured Obligations or otherwise pursuant to the terms of this Security Agreement.
Appears in 1 contract
Security Interest. Mortgagor Each Debtor hereby grants and assigns to Mortgagee Secured Party, for the benefit of Secured Party (as of provided in the date hereof Section entitled "Liabilities"), a continuing security interest, to secure payment and performance of all of the Secured Obligations, interest in all of Debtor's right, title and interest in the following described personal property or types of property now owned by Debtor or hereafter created or acquired by Debtor, wherever located (any or all of such, the "Collateral"):
(a) All Accounts and all Goods whose sale, lease or other disposition by the Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in which Mortgagor transit by, the Borrower, or rejected or refused by an Account Debtor;
(b) All Inventory, including, without limitation, raw materials, work-in-process and finished goods;
(c) All goods, equipment, vehicles, leasehold improvements, and fixtures, together with accessions thereto, replacement parts therefor and commingled goods (the "Equipment" or the "Goods");
(d) All Software and computer programs;
(e) All Chattel Paper, Electronic Chattel Paper, Documents, Letter of Credit Rights, all proceeds of letters of credit, Health care insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims [NOTE: Commercial Tort Claims to be properly attached must be specifically described.] and General Intangibles, including Payment Intangibles;
(f) All money, Instruments, Deposit Accounts, certificates of deposit, deposits, Investment Property, Securities, Financial Assets and other property now or at any time hereafter has any interest in the possession or under the control of Secured Party or its bailee;
(collectivelyg) All books and records, the “Collateral”): All goodsincluding customer lists, building credit files, computer programs, printouts, and other materialsmaterials and records, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are pertaining to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part any of the real property pursuant to Section 1.1 aboveforegoing;
(h) All Documents of title evidencing or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements issued with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofto, and additions and accessions Supporting Obligations pertaining to, any of the foregoing; together with all booksand
(i) All proceeds, records products, replacements and files increases of, additions and accessions to, and substitutions for, the property described in the foregoing part of this Section, and rights in and claims to the extent relating to or benefits under contracts of insurance covering any of the foregoing. As to all property described in the foregoing part of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCSection.
Appears in 1 contract
Sources: Credit Agreement (Quixote Corp)
Security Interest. Mortgagor (a) Debtor hereby grants and assigns to Mortgagee as the Canadian Collateral Agent, for the benefit of the date hereof Canadian Lenders and for its benefit as Canadian Collateral Agent, a continuing security interestinterest ("Security Interest") in all right, to secure payment title and performance interest of Debtor in all of the Secured Obligationsits personal property, in including, without limitation, all of the following described types of personal property property, in which Mortgagor each instance wherever located and whether now owned or at hereafter acquired or existing, and in all Proceeds and products thereof in any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on form:
(i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part all of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, its Goods (including, without limitation, Inventory, Equipment, fixtures (whether or not affixed to realty) and all acquisition agreements with respect to the Subject Property); parts, additions, replacements, substitutions and accessions thereto or therefor, in all supporting obligations thereof and in all documents and other records therefor;
(ii) all of Mortgagor’s rights under any Swap Agreementits Accounts, deposit accounts, documents, Instruments (including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreementspromissory notes), architects’ agreementsinvestment property, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of letter-of-credit rights, Letters Of Credit, cash, money, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, other obligations of any other rights kind owing to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeDebtor, whether or not disbursed; all funds deposited arising out of or in connection with Mortgagee pursuant to any loan agreement; all reservesthe sale or lease of goods or the rendering of services, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, invoices, documents and other records and files to the extent in any form evidencing or relating to any of the foregoing. As to ;
(iii) all of the above its Intangibles (including, without limitation, payment intangibles and software);
(iv) all of its Intercompany Collateral (as hereinafter defined);
(v) all of its deeds, documents, writings, papers, books of account and other books relating to or being records of Debts, Chattel Paper or documents of title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable;
(vi) all present and future contracts, contract rights and insurance claims;
(vii) all Intellectual Property;
(viii) all Money and Securities; and
(ix) all of its other property described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified in any schedule from time to time (“UCC”)delivered by Debtor to Canadian Collateral Agent; and, and is acknowledged and agreed to be a “mortgage” the extent not otherwise included, all payments under insurance or any indemnity, warranty or guaranty with respect to any of the foregoing, in each case to the extent such terms are defined under the UCCPersonal Property Security Act (Ontario) ("PPSA"). All of the foregoing property of the Debtor shall be collectively referred to herein as the "Collateral".
(b) Debtor hereby assigns to Canadian Collateral Agent, for the benefit of the Canadian Lenders and for its benefit as Canadian Collateral Agent, any and all of its security interest in any Goods (including, but not limited to, Equipment, fixtures and Inventory);
Appears in 1 contract
Security Interest. Mortgagor As security for the Secured Obligations described in Section 3 hereof, each Debtor hereby grants to the Administrative Agent for itself and assigns to Mortgagee as for the benefit of the date hereof other Secured Parties a security interest, to secure payment interest in and performance of lien on all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building tangible and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other intangible personal property and embedded software included thereinfixtures of such Debtor, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) including without limitation the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) below, whether now owned or (ii) the Improvements; existing or hereafter acquired or arising, together with any and all rents additions thereto and replacements therefor and proceeds and products thereof (hereinafter referred to collectively as the extent"COLLATERAL"):
(a) all of such Debtor's tangible personal property, if anyincluding without limitation all present and future goods, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, inventory (including, without limitation, all acquisition agreements with respect to the Subject Propertyprinted materials, merchandise, raw materials, work in process, finished goods and supplies); all of Mortgagor’s rights under any Swap Agreement, equipment, merchandise, furniture, fixtures, office supplies, motor vehicles, machinery, printing presses, paper, tools, computers, and associated equipment now owned or hereafter acquired, including, without limitation, the Existing Swap; all Contracts referenced tangible personal property used in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations publishing and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments printing businesses of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files such Debtor;
(b) to the extent that such rights are assignable as collateral, such Debtor's rights under all present and future authorizations, permits, licenses and franchises issued, granted or licensed to such Debtor for the operation of its business, including, without limitation, each of the authorizations, permits, licenses and franchises listed on the Trademark Security Agreement executed this date from such Debtor to the Administrative Agent;
(c) to the extent that such rights are assignable, all of such Debtor's rights under all present and future subscriber, member or customer contracts and all franchise, distribution, printing, publishing, construction, engineering, management and advertising and related agreements; and
(d) all of such Debtor's other personal property, including, without limitation, all present and future accounts, accounts receivable, investment property, contract rights, general intangibles (including without limitation, all advertiser lists, member lists, subscriber lists, goodwill, and other printed materials, including all copies of prior issues thereof and catalogs, indexes, lists, data and other documents and papers relating thereto, blue prints, designs and research and development), any information stored on any medium, including electronic medium, related to any of the foregoingpersonal property of such Debtor, all instruments, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to such Debtor from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to such Debtor, and all guaranties and security therefor. As to all Any of the above described personal property foregoing terms which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under are defined in the Pennsylvania Uniform Commercial Code, Code shall have the meaning provided in the Uniform Commercial Code as amended or recodified from time to time (“UCC”), supplemented and is acknowledged and agreed to be a “mortgage” under expanded by the UCCforegoing.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as (a) Each of the date hereof a security interestfollowing items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to secure payment as the "Purchased Items": all --------------- Mortgage Loans, all rights under each Purchase Agreement (but not the obligations thereunder), all rights of NCMC under the Worth Purchase Agreement with respect to Mortgage Loans originated by Worth Funding Incorporated, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (as defined in Section 24(c)), all Servicing Agreements relating to the Mortgage Loans and performance of any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (foregoing to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (they relate to the extent, if any, they are not subject Purchased Assets including the right to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements receive principal and interest payments with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitationPurchased Assets and the right to enforce such payments, the Existing Swap; Collection Account and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified monies from time to time (“UCC”)on deposit in the Collection Account, all "general intangibles", "accounts", "chattel paper", "deposit accounts" and "investment property" as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and is acknowledged any and agreed to be a “mortgage” under all replacements, substitutions, distributions on or proceeds of any and all of the UCCforegoing.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. Mortgagor Tenant hereby grants pledges, transfers and assigns to Mortgagee Landlord, and grants to Landlord, as additional security for Tenant's obligations under this Lease, a continuing perfected first priority security interest in and to, and a first lien upon: (i) the Accounts and Local Accounts owned by it from time to time, now existing or hereafter arising, and all amounts which may from time to time be on deposit in each of such Accounts and Local Accounts (such first lien is subject to the Lien on Membership Contract Receivables arising under the Working Capital Loan Documents); (ii) all of Tenant's right, title and interest in and to all cash, property or rights transferred to or deposited in each Account and each Local Account from time to time; (iii) all certificates and instruments, if any, from time to time representing or evidencing the Accounts or Local Accounts or any amount on deposit in any thereof, or any value received as a consequence of possession thereof, including all interest, dividends, cash, instruments and other property from time to time received or otherwise distributed in respect of, or in exchange for, any or all of such Accounts or Local Accounts; (iv) all monies, chattel paper, checks, notes, bills of exchange, negotiable instruments, documents of title, money orders, commercial paper, and other security instruments, documents, deposits and credits from time to time in the possession of Landlord representing or evidencing such Accounts or Local Accounts; (v) all other property, held in, credited to or constituting part of any of the date hereof a security interestAccounts or Local Accounts; (vi) all earnings and investments held in any Account or Local Account in accordance with this Lease; and (vii) to the extent not described above, to secure payment any and performance of all proceeds of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest foregoing (collectively, the “Collateral”): All goods"ACCOUNT COLLATERAL"). This Lease and the pledge, building assignment and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively grant of security interest made a part hereby secures payment of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights Tenant's obligations under any Swap Agreement, including, without limitation, this Lease in accordance with the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to provisions set forth herein. This Lease shall be deemed a security agreement within the completion meaning of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Security Interest. Mortgagor As security for the Secured ----------------- Obligations described in Section 2 hereof, Debtor hereby grants to the Secured Party a first priority security interest in and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of lien on all of the Secured Obligationsproperty and assets of each Debtor, in all including, but not limited to the property of the following types described personal property in which Mortgagor below (hereinafter referred to collectively as the "Collateral"):
(a) All equipment, including machinery, motor vehicles, office equipment, furniture, fixtures, along with all other parts, tools, trade-ins, repairs, accessories, accessions, modifications, and replacements, whether now owned or at any time hereafter has any interest subsequently acquired, constructed, or attached or added to, or placed in, the foregoing (collectively, the “Collateral”): "Equipment");
(b) All inventory, wherever located, including goods, building merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are process or are to be incorporated into, materials used or consumed in connection withthe Debtor's business, or appropriated consigned to others or held by others for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (return to the extent Debtor, whether now owned or subsequently acquired or manufactured and wherever located (collectively, the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3"Inventory"); all inventory, accounts, cash receipts, deposit accounts, (c) All accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements)accounts, architects’ agreementscontracts, and/or construction agreements with respect to the completion of any improvements on the Subject Property)contract rights, chattel paper, instruments, rents, deposits, general intangibles, and any other obligations of any kind whether now existing or hereafter arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, notes, leases, licenses, franchises, supply agreements, and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper (whether electronic or tangible)paper, instruments, documentsrents, promissory deposits, general intangibles, or obligations (any and all such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles, and obligations being the "Receivables", and any and all such security agreements, notes, draftsleases, letters of creditlicenses, letter of credit rightsfranchises, supporting obligationssupply agreements, insurance policiesand other contracts being the "Related Contracts");
(d) All general intangibles, insurance and condemnation awards and proceedsincluding, any other rights to the payment of moneybut not limited to, corporate names, trade names, trademarks trademarks, trade secrets, patents, proprietary rights, intellectual property, books and service marks arising from or related to the ownershiprecords, managementcustomer lists, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations blue prints and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings computer programs, tapes and specifications relating to the Subject Property; all loan funds held by Mortgageerelated electronic data, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofprocessing software, and additions all corporate ledgers;
(e) Any and accessions toall additions, accessions, substitutions or replacements to or for any of the foregoing; together ;
(f) Any and all products and proceeds of any or all of the foregoing, including, without limitation, cash, cash equivalents, tax refunds and the proceeds of insurance policies providing coverage against the loss or destruction of or damage to any of the Collateral, or any indemnity, warranty, or guarantee payable by reason of loss or damage to or otherwise with all books, respect to any of the Collateral (whether or not the Secured Party is the loss payee thereof);
(g) All of the Debtor's after-acquired property of the kinds and types described in paragraphs (a) (f) herein;
(h) All records and files to the extent data relating to any of the foregoing. As to property described above, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawDebtor's right, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)title, and interest in and to all computer software required to utilize, create, maintain and process any of such records or data or electronic media; and also in (1) all checks, money, securities, bank accounts, deposit accounts, and other accounts in the possession of or held by the Secured Party whether in the name of the Debtor or in the name of the Secured Party, and (2) all other property given by the Debtor to the Secured Party pursuant to this Agreement. Additionally, Debtor shall deliver to Secured Party assignment(s) of all United States registered trademark(s) of Debtor now or hereafter obtained. Upon an Event of Default hereunder and in connection with disposition of the Collateral, the Secured Party or its assignee may file such assignment(s) with the United States Patent and Trademark Office, pursuant to an exercise of its security interest hereunder, to effect a transfer of said trademark(s). Prior to such time as Secured Party is acknowledged and agreed entitled to be a “mortgage” under exercise its rights hereunder, the UCCSecured Party shall hold all assignments of trademarks hereunder in escrow.
Appears in 1 contract
Security Interest. Mortgagor hereby grants Buyer and assigns Seller intend that all Transactions hereunder be sales to Mortgagee as Buyer of the date hereof Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in the event any such Transaction is deemed to be a security interestloan, Seller hereby pledges all of its right, title, and interest in, to secure payment and performance of all of the Secured Obligationsunder and grants a first priority lien on, in and security interest in, all of the following described personal property in which Mortgagor property, whether now owned or at any time hereafter has any interest acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”): All goods, building ) to Buyer to secure the payment and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs performance of all amounts or obligations owing to Buyer pursuant to this Agreement and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the related documents described herein:
(ia) the real property described on Exhibit A attached hereto and incorporated by reference herein (Purchased Assets, any Additional Assets, the Servicing Agreement, the Servicing Records, insurance relating to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with Purchased Assets, and all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, “deposit accounts, accounts receivable, contract rights, licenses, agreements, ” (including, without limitation, all acquisition agreements with respect to as defined in the Subject Property); all of Mortgagor’s rights under any Swap AgreementUCC, including, without limitation, collection and escrow accounts) relating to the Existing Swap; Purchased Assets;
(b) all Contracts referenced in Section 5.16 below “general intangibles” (including property management and leasing agreements“payment intangibles”), architects’ agreements, and/or construction agreements with respect “accounts,” “chattel paper,” “documents” and “instruments” as defined in the UCC relating to or constituting any and all of the completion of any improvements on the Subject Property), general intangibles, chattel paper foregoing;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, c) all “supporting obligations” and “letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to ” as defined in the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications UCC relating to the Subject Property; or constituting any and all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with and
(d) all booksreplacements, substitutions or distributions on or proceeds, payments, Income and profits of, tort claims, insurance claims and other rights to payments, and records (but excluding any financial models or other proprietary information) and files to the extent relating to any and all of any of the foregoing. As Buyer’s security interest in the Collateral shall terminate only upon satisfaction of all of Seller’s obligations under this Agreement and the documents delivered in connection herewith and therewith. For purposes of the grant of the security interest pursuant to this Section 6 of this Agreement, this Agreement shall be deemed to constitute a security agreement under the Uniform Commercial Code as in effect in any applicable jurisdiction (the “UCC”). Buyer shall have all of the above described personal property which is or which hereafter becomes rights and may exercise all of the remedies of a “fixture” under applicable law, this Mortgage constitutes a fixture filing secured creditor under the Pennsylvania Uniform Commercial CodeUCC and the other laws of any applicable jurisdiction, including the State of New York. In furtherance of the foregoing, (A) Buyer, at Seller’s sole cost and expense, shall cause to be filed as amended a protective filing with respect to the Purchased Assets and as a UCC filing with respect to the security interests granted in this Section 6 (i) a UCC financing statement to be filed in the appropriate filing office substantially in the form of Exhibit XIII attached hereto, (ii) amendments to such UCC financing statement and having attached to each such UCC financing statement amendment a description of the Purchased Assets which identifies the Purchased Assets by setting forth (a) the name of the borrower with respect to each Purchased Asset, (b) the Participation Agreement (including the date) or recodified other document, agreement or instrument pursuant to which each Purchased Asset was made or is governed, and (c) the initial or then outstanding principal amount of each Purchased Asset, the percentage interest in the Purchased Asset represented by the Participation Interest that constitutes each Purchased Asset and the initial or then outstanding principal amount of such Participation Interest, and (iii) such other UCC filings, in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (B) Seller shall from time to time take such further actions as may be reasonably requested by Buyer to maintain and continue the perfection and priority of the security interest granted hereby (“UCC”including marking its records and files to evidence the interests granted to Buyer hereunder), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Mortgage Acceptance Co)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to To secure payment and performance of all of the Secured Obligations, in all each Debtor hereby grants to Secured Party a continuing security interest in, a general lien upon, and a right of set-off against, the following described personal property in which Mortgagor Property of such Debtor:
(a) all now existing and hereafter acquired or at any time arising Accounts, Goods, General Intangibles, Payment Intangibles, Deposit Accounts, Securities Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, letters of credit, Letter of Credit Rights, advices of credit, money, As-Extracted Collateral (including As-Extracted Collateral from each Debtor’s present and future operations, regardless of whether such mineral or gas interests are presently owned or hereafter has any interest (collectivelyacquired by such Debtor), the “Collateral”): All goodsCommercial Tort Claims, building Equipment, Inventory, Fixtures and other materialsSupporting Obligations, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents products of and Accessions to any of the foregoing and all Proceeds of any of the foregoing (including, without limitation, all insurance policies and proceeds thereof);
(b) to the extent, if any, they are not subject to Article 3); all inventoryincluded in clause (a) above, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenseseach Debtor’s present and future contracts, agreements, arrangements or understandings (i) for the sale, supply, provision or disposition of any natural gas, casinghead gas, all other hydrocarbons not defined as oil, carbon dioxide, and helium or other substances of a gaseous nature (“Gas”), oil or other minerals by such Debtor or any one or more of its agents, representatives, successors or assigns to any purchaser or acquirer thereof, and all products, replacements and proceeds thereof (including, without limitation, all acquisition agreements with respect Gas or oil sales contracts) and (ii) relating to the Subject Propertymining, drilling or recovery of any mineral, crude oil or gas reserves for the benefit of or on behalf of such Debtor or any of its agents, representatives, successors or assigns (including, without limitation, all contract mining, drilling or recovery agreements and arrangements); , and all products and Proceeds thereof and payments thereunder, together with all products and Proceeds (including, without limitation, all insurance policies and proceeds) of Mortgagor’s rights under and any Swap AgreementAccessions to any of the foregoing;
(c) to the extent, if any, not included in above, all Gas, oil and other minerals severed or extracted from the ground (specifically including all “As-Extracted Collateral” of each Debtor and all severed or extracted Gas purchased, acquired or obtained from other parties), and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such Gas, oil or other minerals are in raw form or processed for sale;
(d) to the extent, if any, not included above, each and every other item of personal Property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below licenses, contracts and agreements (including property management and leasing agreementsincluding, without limitation, Commodity Hedge Agreements), architects’ agreements, and/or construction agreements with respect to and all collateral for the completion payment or performance of any improvements on the Subject Property)contract or agreement, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements products and proceeds of, Proceeds (including all insurance policies and additions proceeds) and accessions to, any of the foregoing; together with all books, records and files to the extent relating Accessions to any of the foregoing. As ;
(e) all present and future business records and information, including, without limitation, computer tapes and other storage media containing the same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all licenses to all use such software) for accessing and manipulating such information; and
(f) any additional Property of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified each Debtor from time to time (“UCC”), and is acknowledged and agreed delivered to be a “mortgage” under or deposited with Secured Party as security for the UCCSecured Obligations or otherwise pursuant to the terms of this Security Agreement.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as As security for payment of the date hereof a security interest, to secure payment Lease Payments and Assumed Liabilities and any other amounts due under this Lease and performance of all obligations under this Lease by Lessee, the Lessee grants Lessor a first priority security interest in the Home Health License, the Assets, including any Replacement Assets (the "Leased Assets"), and the Inventory. Lessee further grants a security interest in all other assets of the Secured ObligationsLessee (the "Other Assets"), in whether now owned or hereafter acquired, including without limitation the following (all of the following described personal property Leased Assets and Other Assets being hereinafter called the "Collateral"), and Lessor acknowledges it shall not have first priority security interest in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part portion of the real Collateral constituting Other Assets: all personal and fixture property pursuant to Section 1.1 above) or of every kind and nature including without limitation all goods (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all including inventory, accountsequipment and any accessions thereto), cash receiptsinstruments (including promissory notes), deposit accountsdocuments, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreementshealth-care-insurance receivables), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentsdeposit accounts, documents, promissory notes, drafts, letters of credit, letter-of-credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities and all other investment property, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other contract rights or rights to the payment of money, trade namesinsurance claims and proceeds, trademarks and service marks arising all general intangibles (including all payment intangibles). The Lessee hereby irrevocably authorizes the Lessor at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Lessee or related words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Lessee is an organization, the type of organization and any organizational identification number issued to the ownershipLessee and, management(ii) in the case of a financing statement filed as a fixture filing a sufficient description of real property to which the Collateral relates. The Lessee agrees to furnish any such information to the Lessor promptly upon the Lessor's request. To further the attachment, leasing or operation perfection and priority of, and the ability of the Subject Property Lessor to enforce, the Lessor's security interest in the Collateral, and without limitation on the Lessee's other obligations in this Agreement, the Lessee agrees, in each case at the Lessee's expense, to take such Collateral as required to ensure that the Lessor maintains a security interest in the Collateral. Lessee agrees that Lessor shall hold and possess a first priority security interest in the Home Health License, the Assets and the Inventory during the Term of the Lease (as hereinafter defined) and until all obligations under this Lease have been irrevocably paid in full. Lessee agrees and acknowledges that Lessor has acquired a secured interest in the cash collateral of the estate as governed by 11 USC ss. 363 pursuant to this Section 3 and will not use any cash of the estate or income generated by the Home Health License without the written consent of Lessor, if Lessee files a petition under Title 11 of the United States Code, hereinafter the "Bankruptcy Code". If Lessee files a petition under the Bankruptcy Code or under any business now other similar federal or hereafter conducted thereon by Mortgagor; all permitsstate law, Lessee unconditionally and irrevocably agrees that Lessor shall be entitled, and Lessee hereby unconditionally and irrevocably consents, approvals, licenses, authorizations to relief from any automatic stay so as to allow Lessor to exercise its rights and other rights granted by, given by or obtained from, any governmental entity remedies under this Agreement with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect rights and property subject to the Subject Property; all advance payments security interests, including taking possession of insurance premiums made said Collateral. In such event, Lessee hereby agrees that it shall not, in any manner, oppose or otherwise delay any motion filed by Mortgagor with respect Lessor for relief from the automatic stay. Lessor's enforcement of the right granted herein for relief from the automatic stay is subject to the Subject Property; approval of the bankruptcy court in which the case is then pending. Lessee represents to Lessor that it has considered and evaluated the prospects and feasibility of the reorganization of its business under Chapter 11 of the Bankruptcy Code, including the sale of the business, the sale of all plansor substantially all of its assets, drawings the restructuring of its assets and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofliabilities, and additions a liquidation. Lessee represents to Lessor that, based on the foregoing consideration and accessions toevaluation, if Lessee is unable to comply with, or otherwise defaults under this Lease, Lessee will not then have any realistic prospect of an effective reorganization. If Lessee files a petition under the foregoing; together with all booksBankruptcy Code or under any other similar federal or state law, records Lessee hereby unconditionally and files irrevocably agrees that it shall not, in any manner, oppose or challenge any assertion by Lessor that Lessee does not have any realistic prospect of an effective reorganization unless, and only to the extent relating that, there has been a material change or material changes in the circumstances of Lessee from the date hereof, which was or were not contemplated by or in this Lease. It shall be presumed that there has not been a material change in the circumstances of Lessee unless each and every such change is specifically identified by Lessee and supported with adequate and competent evidence thereof. However, in the event that Lessee does file a petition in bankruptcy, Lessee agrees to execute all documents necessary and to take all such further actions as may be required to transfer the Home Health License and Assets to Lessor. Lessee further agrees to provide Lessor with any and all reasonable assurances of its security that Lessor may request, including the foregoing. As to execution of documents acknowledging Lessor's security interests and the provision of Lessee's, Guarantor's and Parent's financial statements, provided that any such request is made during the Term of this Lease (as hereinafter defined) unless all of the above described personal property obligations under this Lease have not been irrevocably paid and satisfied in full in which is or which hereafter becomes a “fixture” case this obligation shall extend until such time as all obligations under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), Lease have been irrevocably paid and is acknowledged and agreed to be a “mortgage” under the UCCsatisfied in full.
Appears in 1 contract
Sources: Lease Agreement (LHC Group, Inc)
Security Interest. Mortgagor Debtors hereby grants grant to Secured Party continuing security interests in the following property, wherever located, now owned or hereafter acquired, and assigns all proceeds, products, additions, accessions, substitutions, replacements, parts, accessories and returns thereof or thereto or used in conjunction therewith (hereinafter referred to Mortgagee collectively as of the date hereof a security interest"Collateral"), to secure the payment and performance of all of Debtors' indebtedness to Security Party represented by the Secured ObligationsPromissory Note dated April 25, 1997, as well as future goods and services provided, whether promissory note, trade acceptance, open account, guarantee or otherwise, arising after this Agreement or any other future agreement between the parties, together with interest on and renewals and extensions of time of said obligations (hereinafter referred to as "Indebtedness") until the Secured Promissory Note above is paid in all of full. The security interest is junior to the following described personal property in which Mortgagor now or at any time hereafter has any security interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto A, as well as to any replacement financing therefor the amount owed to Foothill as of April 25, 1997.
(a) All present and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, future deposit accounts, accounts receivablecontracts, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory chattel paper, open accounts receivable, book debts, notes, draftsgeneral intangibles, letters of creditchoses in action, letter of credit rightstax refunds, supporting obligations, and insurance policies, insurance and condemnation awards and proceeds, any other obligations or indebtedness owed to Debtors from whatever source arising; all rights of Debtors to receive any payments in the money or kin; all guaranties of the foregoing and security therefor; all of the right, title and interest of Debtors in and with respect to the payment goods, services, or other property that gave rise to or that secure any of moneythe foregoing and insurance proceeds relating thereto, and all the rights of Debtors as an unpaid seller of goods and services, including, but not limited to, the rights of stoppage in transit, replevin, reclamation and resale, and all of the foregoing, whether now owned or existing or hereafter created or acquired;
(b) All goods, merchandise, and other personal property now owned or hereafter acquired by Debtors that is held for sale or lease, or are furnished or to be furnished under any contract of service or are raw materials, work-in-progress, supplies, or materials used or consumed in Debtors' business wherever located, and all products thereof, and all substitutions, replacements, additions, or accessions therefor and thereto:
(c) All machinery, equipment, furniture and fixtures now owned or hereafter acquired by Debtors, and used or acquired for use in the business of Debtors, together with all accessions thereto and all substitutions and replacements thereof and parts therefor;
(d) All cash or non-cash proceeds of any of the foregoing, including insurance proceeds; and
(e) All ledger sheets, files, records, documents, and instruments (including, but not limited to, computer programs, tapes, and related electronic data processing software) evidencing an interest in or relating to the above.
(f) All patents, patent applications, copyrights, royalties and licenses.
(g) All Goodwill, names, service marks, drawings, trademarks, blueprints, trade names, trademarks trade search and service marks arising customer lists.
(h) Printing plates.
(i) Any and all contract rights and/or agreements and/or licenses from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee sources pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings which Debtors have the right and payments of any kind related authority to the Subject Property or any portion thereof; together with all replacements market and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsell posters and/or buttons.
Appears in 1 contract
Sources: Security Agreement (Global One Distribution & Merchandising Inc)
Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, Borrower grants to Agent a security interest in all of Borrower’s right, title, and interest in and to the following described following: all of Borrower’s personal property in which Mortgagor whether now owned or at any time hereafter has any interest acquired (collectively, the “Collateral”): All goods), building including the following: (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including all Intellectual Property, licenses, contracts, and contract rights); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; (J) Payment Intangibles and all other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs tangible and other intangible personal property and embedded software included thereinof Borrower whether now or hereafter owned or existing, wherever situatedleased, which are consigned by or are to be incorporated into, used in connection withto, or appropriated for use on acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. The Collateral includes, without limitation, (i) the real property described on Exhibit A attached hereto VIVUS License Agreement and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or each other Material Contract, (ii) any IND or NDA owned by Borrower or in which Borrower has rights, and (iii) all Accounts and General Intangibles that consist of rights to payment and proceeds from the Improvements; together with sale, licensing or disposition of all rents or any part, or rights in, any of Borrower’s Intellectual Property. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall the Collateral include, and Borrower shall not be deemed to have granted a security interest in any of Borrower’s rights or interests in or under, any license, contract, permit, instrument, security or franchise to which Borrower is a party (excluding in each case the VIVUS License and each other Material Contract) or any of its rights or interests thereunder (excluding in each case the VIVUS License and each other Material Contract) to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect but only to the Subject Property); all extent, that such a grant would, under the terms of Mortgagor’s rights under any Swap Agreementsuch license, includingcontract, without limitationpermit, the Existing Swap; all Contracts referenced instrument, security or franchise, result in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation a breach of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds terms of, and additions and accessions toor constitute a default under, any of the foregoing; together with all bookssuch license, records and files contract, permit, instrument, security or franchise (other than to the extent relating that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the United States Bankruptcy Code) or principles of equity); provided, that immediately upon the foregoing. As to all ineffectiveness, lapse or termination of any such provision the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)Collateral shall include, and is acknowledged Borrower shall be deemed to have granted a security interest in, all the rights and agreed to be a “mortgage” under interests described in the UCCforegoing clause (iii) as if such provision had never been in effect.
Appears in 1 contract
Sources: Loan and Security Agreement (Petros Pharmaceuticals, Inc.)
Security Interest. Mortgagor In order to secure full and prompt payment of the fees and other charges to be paid by Franchisee to Pretzel Time, and to secure performance of the other obligations and covenants to be performed by Franchisee, under this Agreement, Franchisee hereby grants Pretzel Time a valid and assigns effectual security interest in, lien upon, and right of set off against all of Franchisee's interest in the improvements, fixtures, inventory, goods, appliances and equipment now or hereafter owned and located at the Unit (whether annexed to Mortgagee as the Premises or not) or used in connection with the business conducted at the Unit, including, without in any manner limiting the generality of the date hereof a security interestforegoing, to secure payment all machinery, materials, appliances and performance fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, for ventilating, cooling or sanitary purposes, for the exclusion of vermin or insects and for the removal of dust, refuse or garbage; all of the Secured Obligationsengines, machinery, ovens, refrigerators, freezers, furnaces, partitions, doors, vaults, sprinkling systems, light fixtures, fire hoses, fire brackets, fire boxes, alarm systems, brackets, screens, floor tile, linoleum, carpets, plumbing, water systems, appliances, walk-in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyrefrigerator boxes, the “Collateral”): All goodscabinets, building dishwashers, stoves, set-up tables, rolling counters, kitchen ranges, display counters and shelves, humidified cabinets, computers and computer software, and other equipment and installations; all other and further installations and appliances; all raw materials, supplies, work in process, equipmentfinished goods and all inventory; and all replacements thereof, machineryattachments, fixturesadditions and accessions thereto, furnitureand products and proceeds thereof in any form, furnishingsincluding but not limited to insurance proceeds and any claims against third parties for loss or damage to or destruction of any or all of the foregoing (collectively, signs and other personal property and embedded software included thereinthe "Collateral"). Without the prior written consent of Pretzel Time, wherever situated, which are Franchisee agrees that no lien upon or are security interest in the Collateral or any item thereof will be created or suffered to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto created and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements that no lease will be entered into with respect to any item of Collateral. Franchisee will not sell or otherwise dispose of any item of Collateral, or remove any Collateral from the Subject Property); all Premises, unless the same is replaced by a similar item of Mortgagor’s rights under any Swap Agreementequal or greater value, includingand except for the sale of inventory in the ordinary course of business, without limitation, the Existing Swap; all Contracts referenced prior written consent of Pretzel Time. Franchisee agrees to give to Pretzel Time advance notice in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion writing of any improvements on proposed change in Franchisee's name, identity or structure and not to make any such change without the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters prior written consent of credit, letter Pretzel Time and compliance with the provisions of credit rights, supporting obligations, insurance policies, insurance this Agreement. Franchisee agrees to execute for filing such financing statements and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, continuation statements as amended or recodified Pretzel Time may require from time to time (“UCC”)time. Pretzel Time agrees to pay all filing fees, and is acknowledged and agreed to be a “mortgage” under the UCCincluding fees for filing continuation statements in connection with such financing statements.
Appears in 1 contract
Sources: Franchise Agreement (Fields MRS Original Cookies Inc)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to To secure payment and performance of all the Liabilities, whether now existing or hereafter incurred, whether direct or indirect, absolute or contingent, due or to become due, and based on the authorization of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyDIP Orders, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (Borrowers hereby grant to the extent the same are not effectively made a part of the real property Lender, pursuant to Section 1.1 above364(c) of the Bankruptcy Code, a valid, perfected and enforceable security interest in and lien upon all property of the Borrowers or (ii) the Improvements; together with their bankruptcy estates of any kind or nature whatsoever, whether now existing or hereafter acquired or arising, including, but not limited to, all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receiptschattel paper, deposit accounts, accounts receivablecontracts, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below general intangibles (including all intellectual property management and leasing agreementsall rights, registrations and applications relating thereto), architects’ agreementsgoods, and/or construction agreements with respect to the completion of any improvements on the Subject Property)equipment, general intangiblesinventory, chattel paper (whether electronic or tangible)vehicles, instruments, documents, promissory notesinvestment property, draftsdeposit accounts, books and records (in whatever form maintained), leasehold interest and tenancies (and all rights relating thereto) relating to any real or personal property occupied or used by the Borrowers and all collateral security, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, guarantees given by or obtained from, any governmental entity Person with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing, and all proceeds (whether cash or non-cash), rents, lease or license payments, products or profits of the foregoing (collectively, the "Collateral"). As The liens and security interests granted to the Lender in the Collateral shall be first-priority as to all property of the above described personal Borrowers that is unencumbered and junior in priority as to all property which of the Borrowers that is subject to a lien. Additionally, the security interest in the Collateral shall be subject to the "Carveout" as such term is defined in the DIP Orders. The Carveout is not to exceed $300,000, exclusive of any prepetition retainer provided by the Borrowers' to their bankruptcy counsel or which hereafter becomes a “fixture” under applicable lawother professionals. The Lien and security interest granted herein, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codepursuant to Sections 364(c)(1), as amended or recodified from time to time (“UCC”2), and is acknowledged (3) of the Bankruptcy Code and agreed to the DIP Orders, shall at all times be a “mortgage” under valid, ▇▇▇▇▇▇, perfected and enforceable security interest without any further action by the UCCBorrowers or the Lender.
Appears in 1 contract
Sources: Loan and Security Agreement (Advanced Tissue Sciences Inc)
Security Interest. Mortgagor Each Borrower hereby grants and assigns to Mortgagee as Agent, for the benefit of the date hereof Lenders and the holder of any agreement, instrument or other document entered into in connection with Product Obligations, a security interestinterest in, to secure payment and performance of all of the Secured Obligationsa Lien on, in all of the following described property of such Borrower wherever located and whether now owned or hereafter acquired:
(a) All Accounts (other than any governmental Accounts that are not legally assignable by Borrower), Inventory, general intangibles, payment intangibles, chattel paper, documents, and instruments, whether or not specifically assigned to Agent or any Lender, automotive equipment, motor vehicles and fixtures;
(b) All guaranties, collateral, liens on, or security interests in, real or personal property in which Mortgagor now or at any time hereafter has any interest (collectivelyproperty, the “Collateral”): All goodsleases, building letters of credit, and other materialsrights, suppliesagreements, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are securing or are relating to be incorporated into, used in connection with, or appropriated for use on payment of Accounts;
(ic) All rights to receive the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentsurplus funds, if any, they which are not subject payable to Article 3); Borrower following the termination of any Pension Plan and the satisfaction of all inventoryliabilities to participants and beneficiaries under such Pension Plan in accordance with applicable law;
(d) All trademarks, accounts, cash receipts, deposit accounts, accounts receivable, contract trademark rights, licensespatents, agreementspatent rights, (includingintellectual property licenses and permits, without limitationtrade names, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementtrade name rights, and approvals, including, without limitation, the Existing Swap; those listed on Schedule 5.1(d) attached hereto, together with all Contracts referenced in Section 5.16 below (including property management income, royalties, damages and leasing agreements), architects’ agreements, and/or construction agreements payments now and hereafter due and payable thereunder with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper thereto;
(whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageee) Equipment, whether or not disbursed; affixed to realty, including Unencumbered Aircraft and equipment located thereon but excluding any Aircraft that is not an Unencumbered Aircraft;
(f) All sale, service, performance and equipment lease contracts as to which any Borrower is lessee, agreements and grants (whether written or oral), and any other contract (whether written or oral) between any Borrower and any third party (except for any real property leases, or any equipment leases that do not allow an assignment of such leases by their terms, neither of which shall be Collateral);
(g) The entire goodwill and all funds deposited product lines of each Borrower’s businesses and other general intangibles, including, without limitation, know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae in connection with Mortgagee pursuant the use of and symbolized by the trademarks of any Borrower;
(h) All books, records, ledger cards, data processing records, computer software, and other property at any time evidencing or relating to Collateral;
(i) All cash, cash equivalents, monies, securities (including all stock of any Affiliate owned by any Borrower or any Restricted Subsidiary (provided that with respect to any loan agreement; Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting stock and stock equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting stock and stock equivalents), whether now owned or hereafter formed or acquired, and all reservesproceeds thereof, deferred paymentsand other property now or hereafter held, depositsor received by, or in transit to, the Agent or any Lender from or for any Borrower, and all of each Borrower’s investment property and financial assets (as each is defined in the UCC)), deposit accounts, refundsincluding those described on Schedule 5.1(i) attached hereto, cost savings credits, and payments of any kind related to the Subject Property balances with Agent or any portion thereof; together with all replacements and proceeds ofLender existing at any time;
(j) All parts (other than parts included in the purchase of Aircraft that is the subject of a Permitted Encumbrance), accessories, attachments, special tools, additions, replacements, substitutions, and additions and accessions to, any to or for all of the foregoing;
(k) All Commercial Tort Claims, including those described on Schedule 5.1(k) attached hereto; together with and
(l) All proceeds and products of all booksof the foregoing in any form, records including, without limitation, amounts payable under any policies of insurance insuring the foregoing against loss or damage, and files to the extent relating to any all increases and profits received from all of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.;
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Air Methods Corp)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as (a) Each of the date hereof following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the ("Collateral"): all Mortgage Loans, all Underlying Obligations and all Affiliate Transfers, all Affiliate Transfer Documents and all Mortgage Loan Documents, including without limitation all promissory notes, all servicing records, servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder, all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property or to any Affiliate Transfer or to any Underlying Obligation, all purchase agreements or other agreements or contracts (other than Interest Rate Protection Agreements, which are expressly excluded herefrom), relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Mortgage Loans including the right to receive principal and interest payments with respect to the Purchased Mortgage Loans and the right to enforce such payments, all Collection Accounts and any funds on deposit in Collection Accounts to the extent such funds represent proceeds from the Mortgage Loans (as defined in the Pooling and Servicing Agreement), if any, all Pledged Certificates evidencing any or all of the Mortgage Loans, the Pooling and Servicing Agreement as it relates to or constitutes any or all of the foregoing, all "general intangibles", "accounts", and "chattel paper" as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing, all collateral under the Loan Agreement, any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) All right, title and interest of the Seller in and to (i) the Collateral and (ii) any and all replacements or substitutions for, distributions on or proceeds of any of the foregoing is hereinafter referred to as the "Seller Collateral". All right, title and interest of the Pledgors in and to (i) the Collateral (but excluding any and all obligations of the Pledgors thereunder) and (ii) any and all replacements or substitutions for, distributions on or proceeds of any of the foregoing is hereinafter referred to as the "Pledgor Collateral".
(c) The Buyer and the Seller intend that the Transactions hereunder be sales to the Buyer of the Purchased Mortgage Loans and not loans from the Buyer to the Seller secured by the Purchased Mortgage Loans. However, in order to preserve the Buyer's rights under this Repurchase Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security interest, to secure payment and for the performance by the Seller of all of the Seller's obligations to the Buyer hereunder and the Transactions entered into hereunder (the "Secured Obligations"), the Seller hereby assigns and pledges to the Buyer for its benefit and the ratable benefit of its assignees hereunder, and grants to the Buyer and its assignees hereunder, a security interest in the Collateral. The assignment, pledge and grant of security interest contained herein shall be, and the Seller hereby represents and warrants to the Buyer that it is, a first priority security interest. All Collateral shall secure the payment of all obligations of the following described personal property in which Mortgagor Seller now or at any time hereafter has any interest (collectively, existing under the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Repurchase Agreement, including, without limitation, Seller's obligation to repurchase Mortgage Loans, or if such obligation is so recharacterized as a loan, to repay such loan, for the Existing Swap; Repurchase Price and to pay any and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect other amounts owing to the completion of any improvements on Buyer hereunder.
(d) To further secure the Subject Property)Secured Obligations and to induce the Buyer to enter into Transactions with the Seller, general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance the Pledgors hereby assign and condemnation awards and proceeds, any other rights pledge to the payment Buyer for its benefit and the ratable benefit of moneyits assignees hereunder, trade names, trademarks and service marks arising from or related grants to the ownershipBuyer and its assignees hereunder, management, leasing or operation a security interest in the Pledgor Collateral. The parties hereto recognize that the Pledgors are not obligors hereunder and are entering into this Repurchase Agreement solely for the purpose of pledging their interest in the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations Pledgor Collateral to secure the Seller's obligations hereunder and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to Buyer will have no recourse against the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files Pledgors (except to the extent relating to any of the foregoing. As to all Pledgor's interest in the Pledgor Collateral) for any obligations of the above described personal property which is Pledgors or which hereafter becomes a “fixture” under applicable lawSeller to the Buyer. The assignment, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”)pledge and grant of security interest contained herein shall be, and is acknowledged the Pledgors hereby represent and agreed warrant to be the Buyer that it is, a “mortgage” under the UCCfirst priority security interest.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of To secure the date hereof a security interest, to secure payment and performance of all each and every liability and obligation of the Secured Obligations, in all of the following described personal property in which Mortgagor every type and description that Debtor may now or at any time hereafter has owe to any Secured Party pursuant to this Patent Security and License Agreement (this “Security Agreement”) or any other agreement between Debtor and any Secured Party (individually and collectively, the “Agreements”), whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is absolute or contingent, liquidated or unliquidated, or sole, joint, several or joint and several (all such debts, liabilities and obligations and any amendments, extensions, renewals or replacements thereof are collectively referred to herein as the “Obligations”), Debtor hereby grants Secured Party a first priority security interest (collectivelythe “Security Interest”), subject only to “Permitted Liens” listed on Schedule 1, with power of sale to the extent permitted by applicable law, in all the following property of Debtor (the “Collateral”): All goods, building all of Debtor’s now owned or existing and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are hereafter acquired or are to be incorporated into, used in connection with, or appropriated for use on arising:
(i) patents and patent applications, and the real property inventions and improvements described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementclaimed therein, including, without limitation, those patents and patent applications listed on Schedule 2 and (a) the Existing Swap; reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof (b) all Contracts referenced income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in Section 5.16 below connection therewith and damages and payments for past or future infringements thereof, (including property management c) the right to ▇▇▇ for past, present and leasing agreementsfuture infringements thereof, and (d) all rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in the foregoing clauses (a)-(d), architects’ agreements, being sometimes hereinafter individually and/or construction collectively referred to as the “Patents’);
(ii) license agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other party in connection with any Patents or such other party’s patents or patent applications, whether Debtor is a licensor or licensee under any such license agreement, including, but not limited to, the license agreements listed on Schedule 3, and the right upon the occurrence and during the continuance of an Event of Default to use the foregoing in connection with the enforcement of Secured Party’s rights under any documents evidencing the Obligations (all of the foregoing being hereinafter referred to collectively as the “Licenses”). Notwithstanding the foregoing provisions of this Section 1, the Licenses shall not include any license agreement which by its terms prohibits the grant of the security interest contemplated by this Security Agreement; and
(iii) all rights to the payment of money, trade names, trademarks and service marks money arising from out of any grant of rights in the Patents or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeLicenses, whether such right to payment is or is not disbursed; all funds deposited with Mortgagee pursuant already earned by performance, and howsoever such right to any loan agreement; all reservespayment may be evidenced, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements other rights and proceeds ofinterests (including all liens and security interests) which Debtor may at any time have by law or agreement in such Collateral, and additions and accessions to, any all other Accounts of the foregoing; together with all booksDebtor, records and files to as such term may be defined in the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time Code (the “UCCLicense Receivables”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Patent Security and License Agreement (Scanner Technologies Corp)
Security Interest. Mortgagor Each Borrower, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Agent for its benefit and for the ratable benefit of each Lender (and each Affiliate of any Lender party to a Hedging Contract), a continuing security interest in and to and collaterally assigns to Mortgagee as Agent, for its benefit and for the ratable benefit of each Lender (and each Affiliate of any Lender party to a Hedging Contract ) all assets of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinBorrowers, wherever situated, which are located and whether now owned or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementhereafter acquired, including, without limitation, the Existing Swap; following:
(a) all Contracts referenced inventory (as defined in Section 5.16 below Article 9 of the Uniform Commercial Code), including, without limitation, all goods, merchandise, raw materials and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrowers’ business (all hereinafter called the “Inventory”);
(b) all accounts (as defined in Article 9 of the Uniform Commercial Code, hereinafter “Accounts”), contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including property management without limitation registered and leasing agreements)unregistered trade names, architects’ agreementscopyrights, and/or construction agreements with respect design rights, customer lists, goodwill, computer programs, computer records, computer software, source codes, codes, computer data, registrations, licenses, service marks, trade secrets, trademarks, trademark applications, patents, patent applications, ledger sheets, files, records, data processing records relating to any Accounts, tax refund claims, all claims under guaranties, security interests or other security held by or granted to the completion Borrowers to secure payment of any improvements on the Subject Property)Receivables and all tax refunds of every kind and nature to which any Borrower is now or hereafter may become entitled to, general intangibles, chattel paper (whether electronic or tangibleno matter how arising), instruments, documents, promissory notes, drafts, letters of creditchattel paper (whether tangible or electronic) deposit accounts, letter of credit rightsrights (whether or not the letter of credit is evidenced by a writing), securities (whether certificated or uncertificated), security entitlements, security accounts, investment property, supporting obligations, insurance policiespayment intangibles, insurance choses in action, commercial tort claims described on Schedule 4(l), hereto (as amended from time to time), and condemnation awards all other debts, obligations and proceedsliabilities in whatever form, owing to any Borrower from any person, firm or corporation or any other rights to the payment of moneylegal entity, trade nameswhether now existing or hereafter arising, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted received by or belonging or owing to any Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest of all Borrowers in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (all hereinafter called the “Receivables”);
(c) all machinery, equipment, fixtures and other goods (as defined in Article 9 of the Uniform Commercial Code) whether now owned or hereafter acquired by any Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter called the “Equipment”);
(d) certain real property, together with all improvements thereon located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Highway, Merrimack, New Hampshire and owned by MortgagorGT Solar (the “Real Property); and
(e) all permitsproceeds and products of all of the foregoing in any form, consentsincluding, approvalswithout limitation, all proceeds of credit, fire or other insurance, and also including, without limitation, rents and profits resulting from the temporary use of any of the foregoing (which, with Inventory, Receivables, Equipment and Real Property are all hereinafter called “Collateral”). Notwithstanding the foregoing, the term “Collateral” does not include:
(a) investment property consisting of capital securities of a foreign Subsidiary of any Borrower other than 65% of the total combined voting power of all capital securities of any direct first-tier foreign Subsidiary;
(b) only any “intent to use” applications for trademark registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act (15 U.S.C. § 1051 et seq.), unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the ▇▇▇▇▇▇ Act (15 U.S.C. 1051 et seq.) has been filed and accepted by the United States Patent and Trademark Office;
(c) assets subject to capital leases or purchase money security interests but only during such time as such capital leases or purchase money security interest is in place;
(d) licenses, authorizations contracts or agreements which, by their nature, are not immediately assignable without additional documentation, such as governmental contracts and licenses containing non-assignment language, but only during such time and for such licenses, contracts or agreements (i) prior to the time Borrowers obtain consents to such collateral assignment; or (ii) for which any such collateral assignment or grant of a security interest in such license, contract or agreement to the Lenders would cause a default under such license, contract or agreement which could result in (x) the termination thereof, (y) an assessment of monetary penalties, or (z) such other rights granted bypenalties which would interfere with the Borrowers use under such license, given by contract or obtained fromagreement, or otherwise causes such licenses, contracts or agreements to be void;
(e) such other assets set forth on Schedule 1(d) attached hereto, for which the granting of a security interest would be void or illegal under any applicable governmental entity law, rule or regulation;
(f) Liens in cash collateralizing the Borrowers’ obligations with respect to issued Letters of Credit under the Subject PropertySVB Loan and Security Agreement dated as of April 28, 2006, by and between GT Solar Incorporated (f/k/a GT Equipment Technologies, Inc.) and Silicon Valley Bank which remain outstanding after the Closing Date, but only until such time as such cash collateral is released by SVB as and when the Letters of Credit issued by SVB as and when the Letters of Credit issued by SVB are returned to SVB for cancellation and replaced with Letters of Credit issued by Citizens; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plansand
(g) All securities, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeinvestment property, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred paymentscash, deposits, accountsdeposit accounts or other assets held, refundsmaintained or managed in GT Solar’s account at SVB Securities which account will initially be entitled Silicon Valley Bank as Secured Party for GT Solar Incorporated’s and numbered 48604416, cost savings together with deposit account number 3300538244 held with SVB and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent GT Solar’s books relating to any of the foregoing. As to foregoing and any and all claims, rights and interests ion any of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawand all substitutions for, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Codeadditions and accessions to and products and proceeds thereof in whatever from including deposit accounts, as amended or recodified from time to time accounts (“UCC”including rights of payment), general intangibles, cash, instruments, documents and financial assets all in connection with the foregoing, but only until such time as such collateral is acknowledged and agreed released by SVB or other applicable parties pursuant to be a “mortgage” under the UCCSVB Security Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (GT Solar International, Inc.)
Security Interest. Mortgagor hereby This Deed of Trust grants a security interest in and assigns covers all property owned by Trustor or in which Trustor has an interest affixed to Mortgagee as or located upon the Property, all articles of personal property and all materials delivered to the Property for incorporation or use in any construction being conducted thereon which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described Property. Such personal property shall include the personal property identified in which Mortgagor now or at any time the attached Exhibit B, if any, and:
(i) all presently owned and hereafter has any interest (collectively, the “Collateral”): All acquired goods, building and other materialsinstruments, suppliesdocuments, work in processchattel paper, equipmentcontract rights, machineryaccounts, general intangibles, inventory, fixtures, furniture, furnishings, signs machinery, equipment and other appliances and all personal property and embedded software included thereinof Trustor now or hereafter attached to or installed or placed in, wherever situated, which are on or are to be incorporated into, used in connection with, or appropriated about the Property for use on in conjunction with the use and occupancy thereof, together with all accessories, parts and appurtenances thereto and all additions, renewals, improvements, and replacements thereof. (i) Trustor also hereby assigns to Beneficiary all leases and use agreements of all personal property in the real property described on Exhibit A attached hereto categories above set forth, under which Trustor is the lessee or entitled to use such items, and incorporated Trustor agrees to execute to Beneficiary separate assignments of such leases and agreements when requested by reference herein (Beneficiary, but Beneficiary shall not be obligated thereunder unless it so chooses, and Trustor agrees to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or fully and timely perform such obligations); (ii) all leases, lease guarantees, income, rents, issues, and profits which, from and after the Improvementsdate hereof, may accrue from said goods, fixtures, furnitures, furnishings, machinery, equipment and appliances, or any part thereof, or which may be received or receivable by Trustor from any use, leasing, or subleasing thereof (provided, that so long as Trustor is not in default hereunder after the expiration of the applicable cure period, Trustor shall have a license to collect said income, rents, issues and profits, subject, however, to any separate and prior assignment of leases and rents); together with (iii) all rents (presently owned and hereafter acquired general intangibles and rights of every kind and nature of Trustor relating to the extentProperty or the operation thereof, if any, they are including but not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitationlimited to, all acquisition agreements with respect governmental permits relating to construction on the Subject Property); , all of Mortgagor’s names by which the Property may be operated or known, all rights to carry on business under any Swap Agreementsuch names, including, without limitation, the Existing Swap; and all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or goodwill in any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications way relating to the Subject Property; (iv) all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all presently owned and hereafter acquired reserves, deferred payments, deposits, accounts, refunds, cost savings and payments payments, of every kind and nature of Trustor in any kind related way relating to the Subject Property or any portion thereofof the personal property thereon other than rents, issues and profits previously and separately assigned; together with (v) all replacements presently owned and proceeds ofhereafter acquired water stock and all solar rights owned by Trustor relating to the Property; and, (vi) all presently owned and hereafter acquired drawings, plans and specifications of Trustor prepared for construction of improvements relating to the Property, and additions all studies and accessions todata related thereto, any and all contracts and agreements of the foregoing; together with all books, records and files Trustor relating thereto or to the extent relating to any construction of improvements on the foregoingProperty. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.108
Appears in 1 contract
Security Interest. Mortgagor hereby grants As security for the due and assigns to Mortgagee as of the date hereof a security interest, to secure punctual payment and performance of all the Secured Obligations (as hereinafter defined), each Obligor hereby grants to the Agent for the ratable benefit of the Secured Obligations, Purchasers a continuing security interest in and lien on all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building tangible and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other intangible personal property and embedded software included thereinManufacturing Fixtures (as defined below) of such Obligor, wherever situatedwhether now owned or existing or hereafter acquired or arising, which are or are together with any and all additions thereto and replacements therefor and proceeds and products thereof (collectively referred to be incorporated intofor purposes of this Agreement as "Collateral"), used in connection with, or appropriated for use on (i) including without limitation the real property described on Exhibit A attached hereto below:
(a) all tangible personal property, including without limitation all present and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extentfuture goods, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, inventory (including, without limitation, all acquisition agreements with respect to merchandise, raw materials, work in process, finished goods and supplies), machinery, equipment, motor vehicles, rolling stock, tools, furniture, Manufacturing Fixtures, office supplies, computers, computer software and associated equipment, whether now owned or hereafter acquired, including, without limitation, all tangible personal property used in the Subject Property); operation of the business of such Obligor;
(b) all of Mortgagor’s rights under any Swap Agreementall present and future authorizations, permits, licenses and franchises issued, granted or licensed to such Obligor for the operation of its business;
(c) all patents issued or assigned to and all patent applications made by such Obligor and all exclusive and nonexclusive licenses to such Obligor from third parties or rights to use patents owned by such third parties, including, without limitation, the Existing Swap; patents, patent applications and licenses listed on Schedule III hereto, along with any and all Contracts referenced in Section 5.16 below (including property management a) inventions and leasing agreements)improvements described and claimed therein, architects’ agreements(b) reissues, divisions, continuations, extensions and continuations-in-part thereof, (c) income, royalties, damages, claims and payments now and hereafter due and/or construction agreements payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (d) rights to the completion of any improvements on the Subject Property)sue ▇▇▇ past, general intangiblespresent and future infringements thereof, chattel paper and (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, e) any other rights corresponding thereto throughout the world (collectively, "Patents");
(d) all trademarks (including service marks), federal and state trademark registrations and applications made by such Obligor (other than Federal Intent to Use Applications prior to the payment filing of moneya verified Statement of Use under 15 U.S.C. ss.1051(d)), common law trademarks and trade names owned by or assigned to such Obligor, all registrations and applications for the foregoing and all exclusive and nonexclusive licenses from third parties of the right to use trademarks of such third parties, including, without limitation, the registrations, applications, unregistered trademarks, service marks and licenses listed on Schedule IV hereto, along with any and all (1) renewals thereof, (2) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages, claims and payments for past or future infringements thereof, (3) rights to sue ▇▇▇ past, present and future infringements thereof, and (4) foreign trademarks, trademark registrations, and trade name applications for any thereof and any other rights corresponding thereto throughout the world (collectively, "Trademarks");
(e) all copyrights, whether statutory or common law, owned by or assigned to such Obligor, and all exclusive and nonexclusive licenses (other than nonexclusive licenses to use off-the-shelf software products) to such Obligor from third parties or rights to use copyrights owned by such third parties, including, without limitation, the registrations, applications and licenses listed on Schedule V hereto, along with any and all (1) renewals and extensions thereof, (2) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (3) rights to sue ▇▇▇ past, present and future infringements thereof, and (4) foreign copyrights and any other rights corresponding thereto throughout the world (collectively, "Copyrights");
(f) the entire goodwill of such Obligor's business and other general intangibles (including know-how, trade secrets, customer lists, proprietary information, inventions, domain names, methods, procedures and formulae) connected with the use of and symbolized by any Patents, Trademarks or Copyrights of such Obligor;
(g) any other intellectual property of such Obligor;
(h) all rights under all present and future vendor or customer contracts and all franchise, distribution, design, consulting, construction, engineering, management and advertising and related agreements;
(i) all rights under all present and future leases of real and personal property; and
(j) all other personal property, including, without limitation, all present and future accounts, accounts receivable, cash, cash equivalents, deposits, deposit accounts, loss carry back, tax refunds, insurance proceeds, premiums, rebates and refunds, choses in action, investment property, securities, contracts, contract rights, general intangibles (including without limitation, all customer and advertiser mailing lists, intellectual property, patents, copyrights, trademarks, trade secrets, trade names, trademarks and service marks arising from or related to the ownershipdomain names, managementgoodwill, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permitscustomer lists, consentsadvertiser lists, approvals, licenses, authorizations catalogs and other rights granted byprinted materials, given by publications, indexes, lists, data and other documents and papers relating thereto, blueprints, designs, charts, and research and development, whether on paper, recorded electronically or obtained fromotherwise), all websites (including without limitation, all content, HTML documents, audiovisual material, software, data, hardware, access lines, connections, copyrights, trademarks, patents and trade secrets relating to such websites) and domain names, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plansinformation stored on any medium, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeincluding electronic medium, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoingpersonal property of such Obligor, all financial books and records and other books and records relating, in any manner, to the business of such Obligor, all proposals and cost estimates and rights to performance, all instruments and promissory notes, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to such Obligor from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to such Obligor; and all guaranties and security therefor, and all letter of credit and other supporting obligations in respect of such debts, obligations and liabilities. As Notwithstanding anything herein to all the contrary, in no event shall the Collateral include, and no Obligor shall not be deemed to have granted a security interest in any of such Obligor's rights or interests in any lease, license, contract, permit or agreement (including, without limitation, any such agreement which shall grant a security interest in the assets of any Obligor) to which any Obligor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such lease, license, contract, permit or agreement or otherwise, result in a breach of the above described personal property terms of, or constitute a default under, or cause a termination of, such lease, license, contract, permit or agreement to which such Obligor is a party (other than to the extent that the other party to such lease, license, contract, permit or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under agreement has consented to such grant or to the Pennsylvania extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code, as amended or recodified and in effect from time to time (“the "UCC”"), or any other applicable law (including the U.S. Bankruptcy Code) or principles of equity), provided, that (x) the foregoing grant of security interest shall extend to, and the Collateral shall include, any and all proceeds of any such lease, license, contract, permit or agreement to the extent that the assignment or encumbering of such proceeds is not so restricted and is acknowledged permitted by applicable law and agreed (y) immediately upon the ineffectiveness, lapse, waiver or termination of any such provision or restriction, the Collateral shall include, and the Obligors shall be deemed to be have granted a “mortgage” under the UCCsecurity interest in, all such rights and interests as if such provision or restriction had never been in effect.
Appears in 1 contract
Sources: Subordinated Secured Notes Purchase Agreement (Sheldahl Inc)
Security Interest. Mortgagor hereby Grantor grants and assigns to Mortgagee as of the date hereof Lender a security interest, interest to secure payment and performance of all of the Secured Obligations, in Grantor’s right, title and interest in and to all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113730/Store No. 560 obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeLender, whether or not disbursed; all funds deposited with Mortgagee Lender pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawproperty, this Mortgage constitutes Deed of Trust is acknowledged and agreed to be a fixture filing security agreement under the Pennsylvania Virginia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and its address is as set forth on Page 1 of this Deed of Trust, (ii) the Lender is the “secured party” and its address is acknowledged as set forth on Page 1 of this Deed of Trust and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Grantor.
Appears in 1 contract
Sources: Deed of Trust (Cole Credit Property Trust III, Inc.)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereintherein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) any existing or future improvements on the Improvementsreal property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all rents (to and security deposits derived from the extent, if any, they are not subject to Article 3)Subject Property; all inventory, accounts, cash ▇▇▇▇ receipts, all amounts in the Interest Reserve Account and the Capital Expenditure Reserve Account (each as defined in the Reimbursement Agreement), deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing leasing, operation, sale or operation disposition of the Subject Property or any business now or hereafter conducted thereon by Mortgagor▇▇▇▇▇▇▇▇▇; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeMortgagee in connection with the Reimbursement Agreement, whether or not disbursed, including without limitation, all amounts in the Interest Reserve Account and the Capital Expenditure Reserve Account; all funds deposited with Mortgagee pursuant to any loan bank agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage from the date of its recording constitutes a fixture filing under the Pennsylvania Iowa Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC. For this purpose, the name and address of the Debtor is the name and address of the ▇▇▇▇▇▇▇▇▇ as set forth in this Mortgage and the name and address of the Secured Party is the name and address of the Mortgagee as set forth in this Mortgage. This Mortgage creates a security interest in the Collateral, and, to the extent the Collateral is not real property, this Mortgage constitutes a security agreement from Mortgagor to Mortgagee under the UCC.
Appears in 1 contract
Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “"Collateral”"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s Trustor's rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania California Uniform Commercial Code, as amended or recodified from time to time (“"UCC”"), and is acknowledged and agreed to be a “"construction mortgage” " under the UCC.
Appears in 1 contract
Sources: First Modification of Deed of Trust (KBS Real Estate Investment Trust II, Inc.)
Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorTrustor’s rights under any Swap Agreementinterest rate swap agreement, including, without limitation, the Existing Swapor other interest rate hedge agreement of any type executed by and between Trustor and Beneficiary; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania Utah Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “construction mortgage” under within the UCCmeaning of Utah Code Annotated § 70a-9a-334(8) or any successor statute. The proceeds of the loan secured by this Deed of Trust are to be used by Trustor in part for the purpose acquiring the Subject Property described herein and are to be disbursed in accordance with the provisions of the Loan Documents. Trustor is the owner of the Subject Property described herein.
Appears in 1 contract
Sources: Deed of Trust (KBS Real Estate Investment Trust, Inc.)
Security Interest. Mortgagor hereby Grantor grants and assigns to Mortgagee as of the date hereof Grantee a security interest, interest to secure payment and performance of all of the Secured Obligations, in Grantor’s right, title and interest in and to all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereinproperty, wherever situated, which are or are to be incorporated into, used in connection with, with or appropriated for use on (i) the real property described on Exhibit A attached hereto Property; all rents, issues, deposits and incorporated by reference herein (to the extent the same are not effectively made a part profits of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents Property (to the extent, if any, they are not subject to Article 3the Absolute Assignment of Rents and Leases); all inventory, accounts, cash receipts, deposit DEED TO SECURE DEBT (GEORGIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113557/Store No. 613 accounts, impounds, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, software, chattel paper (whether electronic or tangible)paper, instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject ownership and use of the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeGrantee, whether or not disbursed; all funds deposited with Mortgagee Grantee pursuant to any loan agreement; Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with , and all books, records and files to the extent relating to any of the foregoing. As to all of the above above-described personal property which is or which hereafter becomes a “fixture” under applicable lawproperty, this Mortgage constitutes Security Deed is acknowledged and agreed to be a fixture filing security agreement under the Pennsylvania Georgia Uniform Commercial Code, as amended or recodified from time to time (the “UCC”). For purposes of the foregoing (i) Grantor is the “debtor” and its address is as set forth on page 1 of this Security Deed, (ii) the Grantee is the “secured party” and its address is acknowledged as set forth on page 1 of this Security Deed and agreed to be a “mortgage” under (iii) the UCCname of the record owner of the Property is Grantor.
Appears in 1 contract
Sources: Deed to Secure Debt (Cole Credit Property Trust III, Inc.)
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, the “"Collateral”"): Loan No. 1002835 All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included thereintherein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s 's rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing leasing, or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “"fixture” " under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial CodeCode as in effect in the Commonwealth of Kentucky, as amended or recodified from time to time (“the "UCC”"), and is acknowledged and agreed to be a “mortgage” under the UCC. The name, address and organizational number of the debtor (Mortgagor) are KBSII National City Tower, LLC, c/o KBS Capital Advisors, 620 Newp▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇re ID# 4893582, and the name and address of the secured party (Mortgagee) are Wells Fa▇▇▇ ▇ank, National Association, as Administrative Agent, 2030 Mai▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇ ▇iling of a financing statement covering the Collateral shall not be construed to derogate from or impair the lien or provisions of this Mortgage with respect to any property described herein which is real property or which the parties have agreed to treat as real property. Similarly, nothing in such financing statement shall be construed to alter any of the rights of Mortgagee under this Mortgage or the priority of the Mortgagee's lien created hereby, and such financing statement is declared to be for the protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee's priority of interest in any property or interests described in this Mortgage must, in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivision, agency or entity of the federal government, be filed in the Uniform Commercial Code records.
Appears in 1 contract
Sources: Mortgage (KBS Real Estate Investment Trust II, Inc.)
Security Interest. Mortgagor Grantor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorGrantor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage Deed of Trust constitutes a fixture filing under the Pennsylvania Colorado Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), and is acknowledged and agreed to be a “construction mortgage” under the UCC.”
Appears in 1 contract
Sources: Modification of Deed of Trust (KBS Real Estate Investment Trust II, Inc.)
Security Interest. Mortgagor Grantor hereby grants and assigns to Mortgagee Grantee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the ImprovementsImprovements (which real property and Improvements are collectively referred to herein as the Subject Property); together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorGrantor’s rights under any Swap Agreementinterest rate swap agreement, including, without limitation, the Existing Swapor other interest rate hedge agreement of any type executed by and between Grantor and Grantee; all Contracts referenced in Section 5.16 5.18 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorGrantor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeGrantee, whether or not disbursed; all funds deposited with Mortgagee Grantee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Deed to Secure Debt (KBS Real Estate Investment Trust, Inc.)
Security Interest. Mortgagor hereby grants 3.1 As security for the prompt, complete and assigns to Mortgagee as of indefeasible payment when due (whether on the date hereof a security interest, to secure payment and performance dates or otherwise) of all of the Secured Obligations, each Obligor grants to the Lender, for its benefit, a security interest in all of such ▇▇▇▇▇▇▇’s right, title, and interest in and to the following described personal property whether now owned or hereafter acquired or in which Mortgagor such Obligor now has or at any time hereafter has in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Collateral”): All all goods, building and other materialsAccounts (including health-care receivables), suppliesEquipment, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivableInventory, contract rightsrights or rights to payment of money, licensesleases, license agreements, franchise agreements, General Intangibles (includingexcept as provided below), without limitationCollateral IP, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementcommercial tort claims, includingdocuments, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below instruments (including property management and leasing agreementsany promissory notes), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic tangible or tangibleelectronic), instrumentscash, documentsdeposit accounts, promissory notescertificates of deposit, draftsfixtures, letters of credit, credit rights (whether or not the letter of credit rightsis evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, insurance policiesand financial assets, insurance whether now owned or hereafter acquired, wherever located; and condemnation awards and proceeds, any other rights (ii) all Obligor’s Books relating to the payment of moneyforegoing, trade namesand any and all claims, trademarks rights and service marks arising from or related to the ownership, management, leasing or operation interests in any of the Subject Property above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any business now or hereafter conducted thereon by Mortgagor; all permitsExcluded Intellectual Property, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Subject Property; all deposits Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) any joint venture agreement, or other security now or hereafter made with or given to utility companies by Mortgagor limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the Subject Property; membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement, and (iv) until repayment or prepayment of DSM Tranche 3, all advance payments equity interests held by the Borrower in Amyris RealSweet, LLC provided that no Obligor or any of insurance premiums made their respective Subsidiaries shall create or permit to subsist any Lien over any Excluded Intellectual Property or JV Agreement or, after repayment or prepayment of DSM Tranche 3, any equity interests held by Mortgagor with respect the Borrower in Amyris RealSweet, LLC.
3.3 Parent shall, as security for the Secured Obligations, cause each Guarantor to grant to the Subject Property; Lender, a security interest in all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee of such Guarantor’s assets pursuant to any loan agreement; all reservessuch Security Documents as the Lender may require.
3.4 Each Obligor hereby authorizes Lender to file financing statements, deferred paymentswithout notice to Obligor, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the foregoing; together with all books, records and files to the extent relating to any Debtor” or words of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsimilar effect.
Appears in 1 contract
Security Interest. Mortgagor hereby grants As security for the full and assigns to Mortgagee as of the date hereof a security interest, to secure timely payment and performance of all of the Secured Obligationsobligations of the Company contained herein, the Company hereby grants a continuing security interest in and lien upon, and mortgages, pledges and assigns to the Holder and to all of the following described personal property in which Mortgagor now or at any time hereafter has any interest other holders of the 13% Subordinated Secured Notes due September 30, 2006 (collectivelythe "Series of Notes") for security purposes, the “"Collateral”): All goods". The term "Collateral" shall mean all of the Company's right, building title and interest in and to those certain participation agreements described on Schedule A annexed hereto (the "Specified Participation Agreements"), including, without limitation, all "Accounts," "General Intangibles" (including, without limitation, "Payment Intangibles"), "Supporting Obligations," "Chattel Paper" "Letters of Credit," "Investment Property" and "Instruments" (as all such terms are defined in the New Jersey Uniform Commercial Code as currently in effect) related thereto, and all payments and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, proceeds (including, without limitation, all acquisition agreements credit facilities and participations in credit facilities in which any such proceeds are invested)arising with respect thereto and the books and records relating to any of the foregoing Collateral. The Company hereby authorizes ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (or such other person designated by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.) (▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. or his designee acting pursuant to this Section 1.4 being referred to as "▇▇▇▇▇"), to sign and file financing statements at any time with respect to the Subject Property); all Collateral reflecting the holders of Mortgagor’s rights under any Swap Agreementthe Series of Notes as secured parties without the signature of the Company. ▇▇▇▇▇, acting on behalf of the holders of the Series of Notes, is hereby also expressly authorized, without the signature of the Company, to execute and file financing statements, including, without limitation, amendments to previously filed financing statements, (i) reflecting a security interest of the Existing Swap; holders of the Series of Notes in all Contracts referenced in Section 5.16 below Debtor's assets, including, without limitation, all Accounts, General Intangibles (including property management and leasing agreementsincluding, without limitation, Payment Intangibles), architects’ Supporting Obligations, Chattel Paper, Investment Property, Letters of Credit and Instruments owned by the Company, or in which the Company has an interest, although such description is broader than the actual Collateral in which the holders of the Series of Notes have a security interest, or (ii) specifically describing the property in which any payments or other proceeds from the Specified Participation Agreements are invested or otherwise utilized. The Company will, at any time upon request of ▇▇▇▇▇, acting as agent of the holders of the Series of Notes, sign such trust receipts, security agreements or other agreements, and/or construction agreements documents or instruments and take such actions with respect to the completion Collateral as ▇▇▇▇▇ shall ▇▇▇▇ reasonably necessary to perfect the security interest of the holders of the Series of Notes in the Collateral, and upon the request of ▇▇▇▇▇, shall deliver to him to hold for the benefit of the holders of the Series of Notes all original executed counterparts of the Specified Participation Agreements (or other agreements, documents or instruments related to credit facilities or participations in credit facilities in which proceeds from the Specified Participation Agreements are invested) otherwise in the Company's possession. Upon the failure of the Company to execute any such agreement, document or instrument or take any such action, ▇▇▇▇▇ is authorized as the agent of the Company (acting on behalf of the holders of the Notes) to sign any such agreement, document or instrument and to take any such action, and the Company hereby irrevocably designates ▇▇▇▇▇ or his agents, representatives and designees as agent and attorney-in-fact for the Company, acting for the benefit of the holders of the Series of Notes, for such purpose. Such appointment is coupled with an interest and is therefore irrevocable. The Company agrees to pay all filing fees and to reimburse ▇▇▇▇▇ or Holder for all costs and expenses, including, without limitation reasonable attorneys' fees, of any improvements on kind incurred in any way in connection with the Subject PropertyCollateral or enforcing any rights and remedies with respect thereto. Upon the occurrence and continuance of an "Event of Default" (as defined in Section 3), general intangiblesHolder shall have, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any in addition to all other rights and remedies set forth herein or in law or in equity, the remedies of a secured party under the New Jersey Uniform Commercial Code. The provisions contained herein shall constitute a "security agreement" for all purposes of said code. By acceptance of this Note, the Holder agrees to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation consult with all of the Subject Property or other holders of the Series of Notes prior to taking any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity action with respect to the Subject Property; Collateral, and agrees that all deposits proceeds from such Collateral and any action taken with respect thereto shall be shared pro-rata in the proportion that the outstanding principal amount of this Note and accrued and unpaid interest thereon bears to the then total outstanding principal amount of all of the Notes and accrued and unpaid interest thereon. The Company hereby irrevocably authorizes Coast Capital Partners, L.L.C. ("Coast Capital"), to hold all proceeds and payments from the Collateral in a separate bank account in Coast Capital's name, which proceeds shall be held by Coast Capital as possessory agent for the benefit of the holders of the Series of Notes and Coast Capital agrees to so hold said proceeds. Coast Capital shall comply with the instructions of ▇▇▇▇▇ with respect to such proceeds, acting on behalf of the holders of the Series of Notes, without further need for the consent of the Company. Without limiting the generality of the foregoing, the Company agrees not to invest the proceeds of the Collateral in any additional credit facilities or other participations in credit facilities, or otherwise, without adequate protection of the security now or hereafter made with or given interest of the Holders of the Series of Notes therein and the prior written approval of ▇▇▇▇▇, acting as agent on behalf of the holders of the Notes. The Holder of this Note, by his acceptance hereof, hereby appoints ▇▇▇▇▇ to utility companies by Mortgagor act as his agent with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds ofmatters set forth in, and additions and accessions toin accordance with, any this Section 1.4. Coast Capital agrees not to amend or modify the Specified Participation Agreements without the prior written approval of ▇▇▇▇▇, acting as agent on behalf of the foregoing; together with all books, records and files to the extent relating to any holders of the foregoing. As to all Series of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCNotes.
Appears in 1 contract
Security Interest. Mortgagor Trustor hereby grants and assigns to Mortgagee Beneficiary as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor Trustor now or at any time hereafter has any interest (collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of MortgagorTrustor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 5.17 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by MortgagorTrustor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoir and reservoir rights appurtenant to or associated with the Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidence of such rights; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor Trustor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor Trustor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by MortgageeBeneficiary, whether or not disbursed; all funds deposited with Mortgagee Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all of Trustor’s right, title and interest, now or hereafter acquired, to the payment of money from Beneficiary to Trustor under any Swap Agreement, together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, it is intended by Trustor and Beneficiary that this Mortgage Deed of Trust constitutes a fixture filing filed with the real estate records of King County, Washington, under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time time, from the state wherein the Property is located (“UCC”). For purposes of this fixture filing, the “Debtor” is the Trustor and the “Secured Party” is acknowledged and agreed the Beneficiary. A description of the land which relates to be a “mortgage” under the UCCfixtures is set forth in Exhibit A attached hereto. Trustor is the record owner of such land.
Appears in 1 contract