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 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 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 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 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 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 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 (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 “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 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 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 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 (a) For value received the undersigned ("Debtor") hereby grants and assigns to Mortgagee as of the date hereof ROYAL BANK OF CANADA ("RBC"), 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 whatever 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 which are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by Debtor ("Debts");
(iv) all deeds documents, writings, papers, books of credit 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;
(v) all contractual rights and insurance claims;
(vi) 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, supporting obligationsplant breeders' rights, insurance policiesintegrated circuit topographies software and all other forms of intellectual and industrial property, insurance and condemnation awards any registrations and proceeds, applications for registration 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 of the Subject Property foregoing (collectively "Intellectual Property"); an
(vii) all property described in Schedule "C" or any business schedule now or hereafter conducted thereon by Mortgagor; all permitsannexed hereto.
(b) The Security Interest granted hereby shall not extend or apply to and Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the Security Interest, consentsDebtor shall stand possessed of such last day in trust to assign the same to any person acquiring such term.
(c) The terms "Goods", approvals"Chattel Paper", licenses"Document of Title", authorizations "Instrument", "Intangible", "Security", "proceed", "inventory", "accession", "Money", "Account", "financing statement" 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 "financing change statement" whenever used herein shall be interpreted pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject their respective meanings when used in The Personal Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any Security Act of the foregoing; together with all books, records and files province 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 Codein Clause 14(r), as amended or recodified from time to time (“UCC”)time, which Act, including amendments thereto and any Act substituted therefor and amendments thereto is herein referred to as the "P.P.S.A.". Provided always that the term "Goods" when used herein shall not include "consumer goods" of Debtor as that term is defined in the P.P.S.A., and is acknowledged the term "Inventory" when used herein shall include livestock and agreed the young thereof after conception and crops that become such within one year of execution of this Security Agreement. Any reference herein to "Collateral" shall, unless the context otherwise requires, be deemed a “mortgage” under the UCCreference to "Collateral" or any part thereof.
Appears in 2 contracts
Sources: Demand Loan Financing Agreement, Demand Loan Financing Agreement (Ideal Accents Inc)
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 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 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 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 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 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 hereby grants 2.1. This Security Agreement is entered into in connection with the Notes. Subject to Section 7 below , all rights and assigns to Mortgagee as priorities of each Secured Party, including the date hereof right of repayment under a Note, shall rank pari passu in all respects with the rights and priorities accorded the other Secured Party under the other Notes.
2.2. As security interest, to secure for the payment and performance of the Obligations, Debtor hereby pledges, assigns , transfers, hypothecates and sets over to Secured Party, and hereby grants to Secured Party a security interest (hereinafter called "Security Interest") in and to all of its right, title and interest in, to and under all of the Secured Obligationsassets, in prope1iies and rights of Debtor, including without limitation all personal and fixture property of Debtor of every kind and nature, wherever located , whether now owned or hereafter acquired or arising, including, without limitation, the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively, collectively referred to herein as 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 "):
(ia) 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 tangible or tangibleelectronic), instruments, documents, promissory notes, drafts, acceptances, and all other debts, obligations and liabilities in whatever form owing to Debtor from any person, firm, corporation or other legal entity whether now existing or hereafter arising or acquired (collectively, "Accounts");
(b) all now owned or hereafter acquired and wherever located goods, merchandise and other personal property which are held for sale or lease or to be furnished under contracts of service or held as raw materials, work in process or finished goods and supplies or materials used or consumed in Debtor 's business or used in connection with the manufacture, packing, shipping or advertising of such goods (collectively, "Inventory");
(c) all now existing or hereafter acquired machinery, equipment, furniture and fixtures, including replacements, substitutions, additions or accessions thereto , wherever located (collectively, "Machinery and Equipment");
(d) all documents, policies and certificates of insurance and classes in action, whether now or hereafter existing;
(e) all instruments, letters of credit, credit (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and other investment property, and cash owned by Debtor or in which Debtor has an interest, which now or hereafter are at any time in possession or control of Secured Party or in transit by mail or carrier to or from Secured Party or in the possession of any third party acting in Secured Party 's behalf , without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party has conditionally released the same;
(f) all books, records, ledger sheets and other records relating to the foregoing;
(g) all customer lists, purchase orders, contract rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of moneytrademarks, trade names, trademarks and service marks arising from or related to the ownershipcopyrights, managementpatents, 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 ofprocesses, and additions all applications therefor, know-how, trade secrets, confidential information , goodwill, assumed names, and accessions toall other intellectual prope1ty; and
(h) all proceeds, any products , offspring, rents and profits of the foregoing; together , including, without limitation, proceeds of insurance.
2.3. This Agreement shall create a continuing security interest in the Collateral, which shall remain in effect until terminated in accordance with all books, records Section 15 hereof.
2.4. Secured Party acknowledges and files agree that the Security Interest granted herein shall be subordinate to the extent relating LSQ Facility and further agree to any of the foregoing. As execute all documents necessary or desirable to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, memorialize 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 UCCsubordination.
Appears in 2 contracts
Sources: Security Agreement (VirtualArmour International Inc.), Security Agreement (VirtualArmour International 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 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 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 As security for the date hereof a security interest, to secure payment and performance of all Obligations, the Bank shall have and the Company hereby grants to the Bank a continuing security interest in all property of the Secured ObligationsCompany of every kind and description, in all of tangible or intangible, whether now or hereafter existing, whether now owned or hereafter acquired, and wherever located, including but not limited to the following described personal (and together with all property in which Mortgagor now or at the Bank may have a security interest pursuant to any time hereafter has any other security agreements, pledge agreements, mortgages and other instruments creating a security interest (in favor of the Bank and securing the Obligations, collectively, the “Collateral”"COLLATERAL"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, all furniture, furnishings, signs and other personal similar 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 Company; all Accounts of the Company; all contract rights of the Company; all other rights of the Company, including, without limitation, amounts due from affiliates, tax refunds, and insurance proceeds; all investment property pursuant to Section 1.1 above) or (ii) as defined in the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3Massachusetts Uniform Commercial Code); all inventoryinterest of the Company in goods or services as to which an Account Receivable shall have arisen; all files, accountsrecords (including, without limitation, computer programs, tapes and related electronic data processing software) and writings of the Company or in which it has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, or other property owned by the Company or in which it has an interest which are now or may hereafter be in the possession of the Bank or as to which the Bank may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Company (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementpatents, 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 moneytrademarks, trade names, trademarks service marks, copyrights 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, applications for any of the foregoing; together with all booksrights to use patents, records trademarks, trade names, service marks, and files copyrights of any Person and all trade secrets, know how and other intellectual property rights (collectively "INTELLECTUAL PROPERTY"); and any rights of the Company to the extent relating retrieval from third parties of electronically processed and recorded information pertaining to any of the foregoing. As types of collateral referred to in this Section 7.1); any other property of the Company, real or personal, tangible or intangible, in which the Bank now has or hereafter acquires a security interest or which is now or may hereafter be in the possession of the Bank; any sums at any time credited by or due from the Bank to the Company, including deposits; and proceeds and products of all of the above described personal property which is foregoing; PROVIDED THAT the Bank shall not be deemed to have a security interest in any technology license entered into by the Company and any third party other than an Affiliate or which hereafter becomes a “fixture” under applicable lawSubsidiary of the Company prior to December 28, this Mortgage constitutes a fixture filing under 1994 if the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to granting of such security interest by the Company would be a “mortgage” under the UCC.violation of such technology
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Biosepra 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 the Secured Obligations as and when due, the Debtor hereby conveys, pledges, assigns and transfers to the Agent, and grants to the Agent, as agent and representative for the equal and ratable benefit of the Secured ObligationsParties, in a security interest (the "SECURITY INTEREST") in, all right, title, claim, estate and interest of the Debtor in and to all property and interests in property, whether now owned and existing or hereafter acquired or arising, and wherever located, including the following described personal property in which Mortgagor now (being collectively, the "COLLATERAL"):
2.1.1. Any and all stocks, bonds, general and limited partnership interests, joint venture interests, limited liability company or at any time hereafter has any interest limited liability partnership interests, and other securities, subscription rights, options, warrants, puts, calls and other rights with respect thereto, and investment and brokerage accounts (the "SECURITIES"), including the Pledged Stock, the Pledged Debt, and the Pledged Interests (collectively, the “"Pledged Collateral”): All goods") and all certificates and instruments representing or evidencing the Pledged Collateral, 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 interest coupons (to the extent, if any) attached thereto;
2.1.2. Any and all securities issued in respect of partnership, they are not subject to Article 3); all inventorylimited liability company, accountslimited liability partnership, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements or other interests issued by any issuer of indebtedness of any Person obligated 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 Pledged Collateral, or any successor thereto, that the Debtor acquires or has the right to all acquire from time to time in any manner in substitution for or in addition to any of the above described personal property which is foregoing and any and all certificates and instruments representing or which hereafter becomes a “fixture” under applicable lawevidencing such securities interests, this Mortgage constitutes a fixture filing under together with any and all interest coupons (if any) attached thereto and any and all notes, security agreements, pledge agreements, mortgages, deeds of trust and other security and loan documents from time to time evidencing or securing such indebtedness;
2.1.3. The partnership or operating agreement(s) and other charter documents of the Pennsylvania Uniform Commercial Coderespective partnerships, limited liability companies or limited liability partnerships (each an "INTEREST ISSUER") that issued the Pledged Interests, in each case as amended or recodified from time to time (“UCC”each a "GOVERNING AGREEMENT") to the extent the grant of a security interest therein is permitted thereby;
2.1.4. Any and all rights, powers, remedies and privileges of the Debtor as a general or limited partner or member of any Interest Issuer, including all rights under the Governing Agreement and Applicable Law (i) to receive its share of profits, income, capital distributions and surplus from each Interest Issuer, whether in the form of cash, properties or other assets, and whether upon a sale or refinancing of any of such Interest Issuer's assets, in the ordinary course of business, upon dissolution and liquidation or otherwise, and (ii) to vote the Pledged Interests or manage such Interest Issuer;
2.1.5. Any and all rights to Accounts Receivable and accounts receivable from Subsidiaries or Affiliates of the Debtor;
2.1.6. Any and all negotiable instruments, promissory notes, acceptances, drafts, checks, certificates of deposit and other writings that evidence a right to the payment of money by any other Person (the "NOTES RECEIVABLE"), and is acknowledged and agreed to be a “mortgage” under including the UCCwritings listed on Schedule 2.
Appears in 1 contract
Security Interest. Mortgagor (a) To secure its obligations under the Notes (as defined in the Note and Warrant Purchase Agreement, dated as of June 26, 2008 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 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 and
(xi) all books, records records, documents, computer tapes and files to the extent discs relating to any of the foregoing. As to all of the foregoing.
(b) All Collateral consisting of accounts, contract rights, chattel paper, general intangibles and other Collateral described in subparagraph (viii) above described personal property which arising from the sale, delivery or provision of goods and/or services are sometimes hereinafter collectively called the “Customer Receivables.”
(c) Debtor hereby acknowledges and agrees that the description of Collateral contained in this Security Agreement covers, and is or which hereafter becomes a “fixture” under applicable lawintended to cover, this Mortgage constitutes a fixture filing under all assets of Debtor. For avoidance of doubt, it is expressly understood and agreed that, to the Pennsylvania extent that the Uniform Commercial Code, as amended or recodified from time to time Code (“UCC”)) is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties agree that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision, it being the intention of the parties hereto that the description of Collateral set forth herein be construed to include the broadest possible range of property and is acknowledged assets and agreed to be a “mortgage” under the UCCall tangible and intangible personal property and fixtures of Debtor of every kind and description.
Appears in 1 contract
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 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 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 1.1 FOR VALUABLE CONSIDERATION the receipt and sufficiency whereof is hereby acknowledged by the Debtor, the Debtor hereby mortgages, charges, assigns and transfers to the Secured Party, and grants to the Secured Party a security interest in, all the Debtor's right, title and assigns interest in and to Mortgagee as all now owned or held and after acquired or held personal property, assets and undertakings of the date hereof a security interestDebtor, to secure payment of whatever nature or kind and performance of wheresoever situate, and all proceeds thereof and therefrom (all of which is hereinafter collectively called the Secured Obligations"COLLATERAL") including, in all without limiting the generality of the following described personal property in which Mortgagor now or at any time hereafter has any interest foregoing:
(collectively, the “Collateral”): All goods, building and other materials, supplies, work in process, a) all equipment, including, without limiting the generality of the foregoing, machinery, tools, fixtures, furniture, furnishings, signs chattels, motor vehicles, vessels and other tangible personal property that is not Inventory, and embedded software included thereinall parts, wherever situatedcomponents, attachments, accessories, accessions, replacements, substitutions, additions and improvements to any of the foregoing (all of which are is collectively called the "EQUIPMENT");
(b) all inventory, including, without limiting the generality of the foregoing, goods acquired or are held for sale or lease or famished or to be incorporated intofurnished under contracts of rental or service, all raw materials, work in process, finished goods, returned goods, repossessed goods, and all packaging materials, supplies and containers relating to or used or consumed in connection with any of the foregoing (all of which is collectively called the "INVENTORY");
(c) all debts, accounts, claims, demands, money and choses in action which now are, or which may at any time hereafter be, due or owing to or owned by the Debtor and all books, records, documents, papers and electronically recorded data recordings, evidencing or relating to such debts, accounts, claims, demands, money and choses in action or any part thereof (all of which is collectively called the "ACCOUNTS");
(d) all documents of title, chattel paper, instruments, securities and money, and all other goods of the Debtor that are not Equipment, Inventory or Accounts;
(e) all right, title, benefit and interest of the Company in and to all registered or unregistered trademarks, trade and brand names, service marks, copyrights and/or copyright materials and/or materials capable of being copyrighted, designs, inventions, patents, patent applications, patent rights (including any patents issuing on such applications or rights), licences, sublicences, franchises, formulae, processes, technology courseware, software and related materials, training courses and discs, manuals, publications and any property developed thereunder and therefrom and other industrial and intellectual property owned and/or used in connection withwith the Company's business and computer programs, customer and vendor lists and records in connection with such business now owned or hereafter acquired or developed by the Company, and the right to copy, publish, amend, transmit, alter, licence, franchise, digitize and further develop all such property;
(f) all contractual rights, licenses, goodwill, patents, trademarks, trade names, copyrights and other intellectual property of the Debtor, all other choses in action of the Debtor of every kind which now are, or appropriated which may at any time hereafter be, due or owing to or owned by the Debtor, and all other intangible property of the Debtor which is not Accounts, chattel paper, instruments, documents of title, securities or money. Any reference in this Agreement to Collateral shall, unless the context otherwise requires, be deemed to be a reference to Collateral as a whole or any part thereof. The mortgages, charges, assignments and transfers and the security interests created pursuant to this Agreement are hereinafter collectively called the "SECURITY INTERESTS". The charges on the Debtor's inventory and accounts receivable held by the Secured Party shall be subject to charges now given or which may hereafter be given to the bankers for use ITC Learning Corporation (presently Wachovia Bank, N.A.) and that the charges on all other assets of the Debtor shall rank pari passu with the rights of the bankers for ITC Learning Corporation to be shared on the basis of the amounts outstanding at the commencement of enforcement of any security to the Secured Party on the Cdn. $2,000,000 loan advanced or to be advanced by the Secured Party to the Debtor and, with respect to the bankers for ITC Learning Corporation, the lesser of (i) the real property described on Exhibit A attached hereto amount owed by ITC Learning Corporation to its bankers, 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) Cdn. $1,000,000. If the Improvements; together with all rents (security constituted by this Agreement is enforced to obtain repayment of any obligation of the Debtor 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 Secured Party other than in respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementsaid Cdn. $2,000,000 loan, 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 it shall be enforced subject 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 prior right 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 bankers for ITC Learning Corporation 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 obtain full repayment of the foregoing; together with all books, records and files to the extent relating to any obligations of the foregoing. As Debtor under a guarantee to all such bankers for the indebtedness 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 UCCITC Learning Corporation.
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, 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 hereby grants (a) For the consideration aforesaid and assigns to Mortgagee as of security for the date hereof a security interest, to secure payment and performance of the Obligations (as hereinafter defined), Canadian OpCo, subject to the exceptions set out in subsection (b) hereof, does hereby:
(i) mortgage and charge as and by way of a fixed and specific charge to and in favour of Company and assign and transfer to Company and grant to Company, by way of mortgage, charge, assignment and transfer, a security interest in all Company’s right, title and interest, both present and future, in and to all of the Secured Obligationsits presently owned or held and after acquired or held personal property, in of whatever nature or kind and wheresoever situate and all proceeds and renewals thereof and therefrom, accretions thereto and substitutions therefor, including, without limitation, all of the following described personal property in which Mortgagor now owned or at any time hereafter has any interest (collectivelyowned or acquired by or on behalf of Canadian OpCo:
a. all inventory of whatever kind and wherever situate, the “Collateral”): All goodsincluding, building and other without limitation, goods acquired or held for sale or lease or furnished or to be furnished under contracts of rental or service, all raw materials, supplies, work in process, equipmentfinished goods, returned goods, repossessed goods, and all packaging materials, supplies and containers relating to or used or consumed in connection with any of the foregoing (all of which is hereinafter collectively called the “Inventory”);
b. all equipment (other than Inventory) of whatever kind and wherever situate, including, without limitation, all machinery, tools, apparatus, plant, fixtures, furniture, furnishings, signs chattels, motor vehicles, vessels and other tangible personal property of whatsoever nature or kind that is not Inventory, and embedded software included thereinall parts, wherever situatedcomponents, attachments, accessories, accessions, replacements, substitutions, additions and improvements to any of the foregoing (all of which is hereinafter collectively called the “Equipment”);
c. all book accounts and book debts and generally all accounts, debts, dues, claims, choses in action and demands of every nature and kind howsoever arising or secured including letters of credit and advices of credit, which are now due, owing or are accruing or growing due to be incorporated intoor owned by or which may hereafter become due, used in connection with, owing or appropriated for use on accruing or growing due to or owned by Company (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, which is hereinafter collectively called the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements“Accounts”), 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;
d. All deeds, documents, promissory noteswritings, draftspapers, letters books of creditaccount and other books and electronically recorded data relating to or being records of Accounts, letter Chattel Paper or Documents of credit Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable;
e. all contractual rights, supporting obligationsinsurance claims, insurance policieslicences, insurance and condemnation awards and proceedsgoodwill, any other rights to the payment of moneypatents, trademarks, trade names, trademarks copyrights and service marks arising from other industrial or related intellectual property of Canadian OpCo, all other choses in action of Canadian OpCo of every kind which now are, or which may at any time hereafter be, due or owing to or owned by Canadian OpCo, and all other intangible property of Canadian OpCo which is not Accounts, Chattel Paper, Instruments, Documents of Title, Securities or Money;
f. all Money;
g. the undertaking of Canadian OpCo; and
h. all Chattel Paper, Documents of Title (whether negotiable or not), Instruments, Intangibles and Securities now owned or hereafter owned or acquired by or on behalf of Canadian OpCo (including such as may be returned to or repossessed by Canadian OpCo), and all other goods of Canadian OpCo which are not Equipment, Inventory or Accounts; and
(ii) charge as and by way of a floating charge to and in favour of Company, and grant to Company a security interest in and to:
a. all Canadian OpCo’s right, title and interest in and to all its presently owned or held and after acquired or held real, immovable and leasehold property and all interests therein, and all easements, rights-of-way, privileges, benefits, licences, improvements and rights whether connected therewith or appurtenant thereto or separately owned or held, including all structures, plant and other fixtures (all of which is hereinafter collectively called “Real Property”); and
b. all property, assets and undertakings of Canadian OpCo, both present and future, of whatsoever nature or kind and wheresoever situate, and all Proceeds thereof and therefrom, other than such of its property, assets and undertakings as are otherwise validly and effectively subject to the ownershipcharges and security interests in favour of Company created pursuant to section 1.1(a) hereof; and
(iii) mortgage and charge as and by way of a fixed and specific charge to and in favour of Company, managementand assign and transfer to Company and grant to Company, leasing by way of mortgage, charge, assignment and transfer, a security interest in all of Canadian OpCo’s right, title and interest, both present and future, in and to all of its presently owned or operation of the Subject Property held and after acquired or any business now held property which:
a. is or hereafter conducted thereon by Mortgagor; becomes a fixture, or
b. constitutes a licence, quota, permit or other similar right or benefit or crops. The mortgages, charges, assignments and transfers and security interests created or granted pursuant to Sections 1.1 (a), (b) and (c) hereof are hereinafter collectively called the “Security Interest”, and all permitsproperty, consentsassets, approvals, licenses, authorizations interests and other rights granted by, given by or obtained from, any governmental entity with respect undertakings (including Proceeds) subject to the Subject Property; all deposits Security Interest or other security now otherwise charged or hereafter made with secured hereby or given expressed to utility companies be charged, assigned or transferred or secured by Mortgagor with respect any instruments supplemental hereto or in implementation hereof are hereinafter collectively called the “Collateral”.
(b) The Security Interest granted hereby shall not extend or apply to and the Subject Property; all advance payments Collateral shall not extend to or include:
(i) Consumer Goods, or
(ii) any intangibles 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 Canadian OpCo to the extent relating to any that (A) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the foregoing. As to all license, lease or other agreement applicable thereto, without the consent of the above described personal property licensor or lessor thereof or other applicable party thereto and (B) such consent has not been obtained.
(iii) the last day of the term of any lease or agreement therefor but upon the enforcement of the Security Interest Company shall stand possessed of such last day in trust to assign and dispose thereof as Company shall direct.
(c) This Security Agreement shall create a continuing security interest in the Collateral which is shall remain in effect until terminated in accordance with Section 18 hereof.
(d) Company agrees that while no Event of Default exists (i) nothing in this Security Agreement shall impair Canadian OpCo’s control, use and disposition of its assets, including the Collateral, and (ii) Canadian OpCo may possess, operate, collect, lease, sell, license, consign, use and enjoy and deal with the Collateral in the course of its business.
(e) Canadian OpCo acknowledges that the Security Interest attaches upon the execution of this Security Agreement (or which hereafter becomes a “fixture” under applicable lawin the case of any after acquired property, this Mortgage constitutes a fixture filing under at the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”of acquisition thereof), that value has been given, and is acknowledged and agreed to be a “mortgage” under that Canadian OpCo has, or in the UCCcase of after acquired property will have at the time of acquisition, rights in the Collateral.
Appears in 1 contract
Security Interest. Mortgagor hereby grants and assigns to Mortgagee as of (a) To secure the date hereof a security interest, to secure payment and performance of the Secured Obligations (as hereinafter defined) and all renewals, extensions, restructurings and refinancing thereof, the Guarantor hereby grants, assigns, transfers, mortgages, hypothecates and charges in favour of, and grants a continuing security interest to, the Collateral Trustee for the benefit of the Secured Parties, as and by way of a fixed and specific mortgage and charge, and grants to the Collateral Trustee for the benefit of the Secured Parties a security interest in, subject to paragraph 1(c), all of the Secured Obligationspresent and after-acquired personal property of the Guarantor, whether now owned by or owing to, or hereafter acquired by or arising in favour of the Guarantor (including under any trade names, styles or derivations thereof), and regardless of where located, and particularly including, without limitation, all present and after-acquired assets, property and undertaking of the kinds hereinafter described (all of which being hereafter collectively referred to as the following described “Collateral”):
(i) all of its present and future tangible personal property property, including, without limitation, machinery, equipment, plant, vehicles, tools, fixtures and furniture now owned and hereafter acquired, or in which Mortgagor the Guarantor, now or hereafter, has any beneficial interest, as well as all additions, accretions, attachments, accessions, parts, replacements, substitutions and renewals thereof, and including, without limitation, all goods now or hereafter comprising part of the inventory of the Guarantor, which includes but is not limited to, the assets of the Guarantor which in accordance with generally accepted accounting principles consistently applied, would be classified as inventory upon the Guarantor’s balance sheet, and for greater certainty includes all raw materials, work-in-process and finished goods wherever situate, whether purchased or manufactured;
(ii) all intangibles owned by the Guarantor, including, without limitation, all contractual rights, contracts, agreements, options, permits, licences, consents, approvals, authorizations, orders, judgments, certificates, rulings, insurance policies, agricultural and other quotas, subsidies, franchises, immunities, privileges, and benefits as well as all goodwill, patents, trade marks (including all business and goodwill associated therewith), trade names, trade secrets, inventions, processes, copyrights, industrial designs, integrated circuit topographies and other industrial or intellectual property, including the trademarks, copyrights and patents, and applications therefore and all shares, stock, warrants, rights, bonds, debentures, debenture stock, instruments or other securities, money, letters of credit, advices of credit, cheques and goodwill now or hereafter owned by the Guarantor together with renewals thereof, substitutions therefor, accretions thereto and all rights and claims in respect thereof;
(iii) all accounts, including deposit accounts in banks, credit unions, trust companies and similar institutions, debts, claims, dues, moneys, demands and choses in action of every nature and kind howsoever arising which now are or which may at any time hereafter be due, owing or accruing due to or owned by the Guarantor, and also all securities, bills, notes, letters of credit and other documents now held or owned or which may be hereafter taken, held or owned by the Guarantor or anyone on behalf of the Guarantor in respect of the said accounts, debts, claims, dues, moneys, demands and choses in action or any part thereof, and also all claims of any kind which the Guarantor now has any interest or may hereafter have, including, but not limited to, claims against the Crown and claims under insurance policies;
(collectivelyiv) all chattel paper, warehouse receipts, instruments, bills of lading and other documents of title, whether negotiable or non-negotiable, now or hereafter owned by the “Collateral”): All Guarantor;
(v) all inventory of whatever kind and wherever situated now owned or hereafter acquired or reacquired by the Guarantor including, without limiting the generality of the foregoing, all goods, building and other merchandise, raw materials, supplies, goods or work in process, equipmentfinished goods, machinery, fixtures, furniture, furnishings, signs and other tangible personal property and embedded software included thereinheld for sale, wherever situated, which are lease or are resale or that have been leased or consigned to or by the Guarantor or furnished or to be incorporated into, furnished under contracts for service or used or consumed 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 business of the real property pursuant to Section 1.1 aboveGuarantor;
(vi) 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, contracts (including, without limitation, rights and interests arising thereunder or subject thereto), instruments, agreements, licences, permits, consents, leases, policies, approvals, development agreements, building contracts, performance bonds, purchase orders, plans and specifications all acquisition agreements of which may or may not be personal property but may be rights which the Guarantor has interests in, all as may be amended, modified, supplemented, replaced or restated from time to time;
(vii) all rents, present or future, under any lease or agreement to lease any part of the lands of the Guarantor or any building, erection, structure or facility now or hereafter constructed or located on such lands, income derived from any tenancy, use or occupation thereof and any other income and profit derived therefrom;
(viii) with respect to the Subject Property)personal property described in paragraphs 1(a)(i) to 1(a)(vii) inclusive, all books, accounts, invoices, letters, papers, documents, disks, and other records in any form, electronic or otherwise, evidencing or relating thereto and all contracts, securities, bills, notes, instruments, writings and other documents and other rights and benefits in respect thereof; all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below and
(including property management and leasing agreements), architects’ agreements, and/or construction agreements ix) with respect to the completion personal property described in paragraphs 1(a)(i) to 1(a)(viii) inclusive, personal property in any form, or fixtures directly or indirectly arising from any dealing with such property, or that indemnifies or compensates for such property destroyed or damaged, and proceeds whether of any improvements on the Subject Propertysame type, class or kind as the original proceeds, and all substitutions and replacements of the personal property secured hereby.
(b) The grants, assignments, transfers, mortgages, hypothecation, charges and security interests to and in favour of the Collateral Trustee for the benefit of the Secured Parties herein created are collectively called the “Security Interest”.
(c) The Security Interest granted hereby shall not extend or apply to, and the Collateral shall not include: (i) cash and cash equivalents and all deposit and securities accounts (except to the extent that the foregoing are proceeds of Collateral), general intangibles(ii) assets requiring perfection through control or similar agreements, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of iii) letter-of-credit rights, supporting obligations(iv) owned or leased real property, insurance policies(v) vehicles and other assets subject to certificates of title, insurance (vi) interests in joint ventures and condemnation awards and proceedsnon-wholly-owned subsidiaries that cannot be pledged without the consent of one or more third parties, any other rights to (vii) the payment capital stock of moneyimmaterial subsidiaries, trade names, trademarks and service marks arising from or related to (viii) the ownership, management, leasing or operation last day 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 term of any kind related lease or agreement therefor; however, the Guarantor will hold such last day in trust for the Collateral Trustee for the benefit of the Secured Parties and upon the enforcement of the Security Interest the Guarantor will assign the same as directed by the Collateral Trustee; or (x) any agreement, right, franchise, license or permit (collectively, the “Contractual Rights”) to which the Subject Property Guarantor is a party or any portion thereof; together with all replacements and proceeds of which the Guarantor has the benefit of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any that the creation of the foregoing. As to all Security Interest would constitute a breach of the above described personal property which is terms of or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under permit any person to terminate the Pennsylvania Uniform Commercial Code, as amended Contractual Rights for failure to obtain the consent or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCwaiver of that person.
Appears in 1 contract
Security Interest. Mortgagor As security for the Obligations (as hereinafter defined), the Pledgor hereby grants pledges and assigns to Mortgagee as of the date hereof Secured Party, and grants to the Secured Party a continuing security interestinterest in, to secure payment and performance of all of the Secured ObligationsPledgor's right, in all of the following described personal property in which Mortgagor now or at any time hereafter has any title and interest (collectively, whether now existing or hereafter created or acquired by the “Collateral”): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs Pledgor) in: (a) its accounts receivable and other personal property that constitutes accounts as such term is defined in the Uniform Commercial Code of the State of New York (the "UNIFORM COMMERCIAL CODE") (collectively, "ACCOUNTS"); (b) its inventory, including goods, merchandise, raw materials, goods in process, finished goods and embedded software included thereinother tangible personal property that constitutes inventory as such term is defined in the Uniform Commercial Code (collectively, wherever situated"INVENTORY"); (c) its equipment, which are or are to be incorporated intoincluding all substitutes, replacements, accessions and additions thereto, all tools, parts, accessories and attachments used in connection withtherewith and all other tangible personal property that constitutes equipment as such term is defined in the Uniform Commercial Code (collectively, 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"EQUIPMENT"); all inventory(d) its other tangible personal property that constitutes goods as such term is defined in the Uniform Commercial Code; (e) its intellectual property, accountsgoodwill, cash receiptstrademarks, trade names, servicemarks, copyrights, patents, permits and licenses; (f) its chattel paper, commercial tort claims, deposit accounts, accounts receivabledocuments, instruments and letter-of-credit rights, as each such term is defined in the Uniform Commercial Code; (g) all contracts, contract rights, licensesbills, 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 creditacceptances, letter of credit rightschoses in action and all other personal property that constitutes general intangibles as such term is defined in the Uniform Commercial Code; (h) all securities, 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 security entitlements and other rights granted byinvestment property, given by or obtained from, any governmental entity with respect as each such term is defined in the Uniform Commercial Code; (i) all books and records (including but not limited 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 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 tapes 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 software) relating to any of the foregoing. As to ; and (j) all cash and non-cash proceeds and products of any of the foregoing (all of the above described personal property which foregoing is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under collectively called the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”"COLLATERAL"), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Security Interest. Mortgagor hereby Trustor grants and assigns to Mortgagee as of the date hereof Beneficiary a security interest, 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, 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 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; 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 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 “mortgage” under the UCC.
Appears in 1 contract
Sources: Deed of Trust (KBS Real Estate Investment Trust, Inc.)
Security Interest. Mortgagor (a) As collateral for Maker’s obligations and indebtedness to Payee hereunder, Maker hereby grants to Payee a first priority perfected security interest in and assigns lien on all right, title and interest of Maker in and to Mortgagee as of the date hereof a security interest, to secure payment any and performance of all of the Secured Obligations, in all of the following described personal property in which Mortgagor and all other property whether now or at any time hereafter has any interest existing or acquired, wherever located, all substitutions, replacements, accessions, products or proceeds (collectivelyincluding, without limitation, insurance proceeds) of such property, wherever located and in whatever form, and all books and records pertaining to such property (the “Collateral”): All goodsAccounts; all cash and currency; all Chattel Paper; all Commercial Tort Claims; all Copyrights; all Copyright Licenses; all Deposit Accounts; all Documents; all Domain Names; all Equipment; all Fixtures; all General Intangibles; all Goods; all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Other Intellectual Property; all Patents; all Patent Licenses; all Payment Intangibles; all Pledged Equity; all Proprietary Databases; all Proprietary Software; all Securities Accounts; all Software; all Supporting Obligations; all Trademarks; all Trademark Licenses; all Trade Secrets; all Websites and to the extent not otherwise included, building all Accessions and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs all Proceeds of any and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, all of the foregoing. Capitalized terms used in connection withthe above paragraph and not defined shall have the meanings set forth in the Uniform Commercial Code in effect from time to time in the State of New York (the “UCC”).
(b) Maker hereby authorizes Payee to file at any time financing statements, or appropriated for use on continuation statements, and amendments thereto that (i) either specifically describe the real property described on Exhibit A attached hereto and incorporated by reference herein (to Collateral or describe the extent the same are not effectively made a part Collateral as all assets of Maker of the real property pursuant to Section 1.1 above) or kind pledged hereunder, and (ii) contain any other information required by the Improvements; together with UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Maker is an organization, the type of organization and any organizational identification number issued to Maker, if applicable. Any such financing statements may be filed by Payee at any time in any jurisdiction whether or not Article 9 of the UCC is then in effect in that jurisdiction. Maker shall from time to time endorse and deliver to Payee, at the request of Payee, all rents (documents that Payee may request, in form reasonably satisfactory to Payee, to perfect and continue perfection of Payee’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated hereby. Maker shall have possession of the Collateral, except where expressly otherwise provided in this Note, or, subject to the extentterms hereof, if anywhere Payee chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral exceeding $500,000 in value is in possession of a third party bailee or maintained at any leased location, they are not subject Maker shall take such steps as Payee reasonably requests for Payee to Article 3); all inventory(i) obtain an acknowledgement, accountsin form and substance reasonably satisfactory to Maker, cash receiptsof the bailee or landlord that the bailee or landlord holds such Collateral for the benefit of Payee, and otherwise grant access to such property to Payee. Maker shall use commercially reasonable efforts to take such steps as Payee requests to obtain “control” of any Collateral consisting of investment property, deposit accounts, accounts receivablesecurities accounts, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s letter-of-credit 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, or electronic chattel paper (whether electronic as such items and term “control” are defined in Article 9 of the UCC) by causing the securities intermediary or tangibledepositary institution or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Payee. Maker will not create any chattel paper with a value in excess, individually or in the aggregate, of $500,000 without placing a legend on the chattel paper reasonably acceptable to Payee indicating that Payee has a security interest in the chattel paper.
(c) Upon occurrence of a Security Interest Termination Event (as defined below), instruments(i) any security interest created by this Note shall immediately cease to be effective, documents(ii) Payee shall take all actions reasonably necessary to terminate any financing statements filed by or on behalf of Payee in connection with the Collateral, promissory notesand (iii) Payee authorizes Maker to take on its behalf all actions reasonably necessary to effect the foregoing.
(d) For purposes of this Section 6, 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 “Security Interest Termination Event” means a termination of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and Merger Agreement 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 than a termination 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”i) Section 7.1(a), (ii) Section 7.1(b)(ii), (iii) Section 7.1(b)(iii), (iv) Section 7.1(b)(iv), (v) Section 7.1(d)(ii) and is acknowledged and agreed (vi) Section 7.1(d)(iii) thereof, which in each case this Note shall continue to be a “mortgage” under secured in favor of Payee in accordance with the UCCterms of this Section 6.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (PLX Pharma 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 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 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 Grant or 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 Transaction 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 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 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 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: Modification of Deed to Secure Debt (KBS Real Estate Investment Trust II, Inc.)
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) The parties hereto intend that this Agreement shall constitute a security agreement under applicable law, securing, among other things, the performance by the Transferor of all the terms, covenants and agreements on the part of the Transferor (whether as Transferor or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Transferor hereunder or thereunder, whether for Investment, Yield, indemnification payments, fees, expenses or otherwise, and, pursuant to the foregoing, the Transferor hereby assigns to the Program Agent for its benefit (solely with respect to amounts payable under clauses (i) and (v) of Section 2.04(c)) and the ratable benefit of the Co-Acquirers and the Investor Agents, and hereby grants to the Program Agent for its benefit (solely with respect to amounts payable under clauses (i) and assigns to Mortgagee as (v) of Section 2.04(c)) and the ratable benefit of the date hereof Co-Acquirers and the Investor Agents, a security interestinterest in, to secure payment and performance of all of the Secured ObligationsTransferor’s right, title and interest in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest and to (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 (iA) 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 AgreementSale Agreements, including, without limitation, (i) all rights of the Existing Swap; Transferor to receive moneys due or to become due under or pursuant to the Sale Agreements, (ii) all Contracts referenced in Section 5.16 below security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreements, (including property management and leasing agreements)iii) all rights of the Transferor to receive proceeds of any insurance, architects’ agreementsindemnity, and/or construction agreements warranty or guaranty with respect to the completion of any improvements on the Subject Property)Sale Agreements, 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 iv) claims of the Subject Property Transferor for damages arising out of or any business for breach of or default under the Sale Agreements, and (v) the right of the Transferor to compel performance and otherwise exercise all remedies thereunder, (B) all Pool Receivables, whether now owned and existing or hereafter conducted thereon by Mortgagor; all permitsacquired or arising, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity the Related Security with respect to thereto and the Subject Property; Collections 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 plansassets, drawings and specifications relating to the Subject Property; all loan funds held by Mortgageeincluding, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, depositswithout limitation, accounts, refundschattel paper, cost savings instruments and payments of any kind related to general intangibles (as those terms are defined in the Subject Property or any portion thereof; together with all replacements and proceeds ofUCC), and additions and accessions to, including undivided interests in any of the foregoing; together with all books, records and files (C) to the extent relating to not included in the foregoing, all proceeds of any and all of the foregoing.
(b) Notwithstanding anything herein to the contrary, the parties hereto each acknowledge that in substance the transactions contemplated by this Agreement constitute a loan by the Conduits and/or the Banks through the Program Agent to the Transferor for tax purposes and that it is their mutual intent that, for all applicable tax purposes, the transactions contemplated by this Agreement shall be treated as a loan to Transferor. As Further, the parties hereto each covenant, unless otherwise required by law, to treat the transactions contemplated by this Agreement as a loan by the Conduits and/or the Banks through the Program Agent to the Transferor for all applicable tax purposes in all tax filings, reports and returns and otherwise, and further covenant, unless otherwise required by law, that neither they nor any of their Affiliates will take, or participate in the taking of or permit to be taken, any action that is inconsistent with such treatment. All successors and assignees of the above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under parties hereto shall be bound by 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 UCCprovisions hereof.
Appears in 1 contract
Sources: Receivables Acquisition Agreement (NBCUniversal Media, LLC)
Security Interest. Mortgagor hereby Trustor grants and assigns to Mortgagee as of the date hereof Beneficiary a security interest, 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, 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 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; 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; and all rights of Trustor under the Ground Lease and as lessee 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 Deed of Trust constitutes a fixture filing under the Pennsylvania New Mexico 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: Leasehold Deed of Trust (Inland Western Retail Real Estate Trust Inc)
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 California 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 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 its business, including, without limitation, each of the authorizations, permits, licenses and franchises listed on the Subject Property)Intellectual Property Security Agreement executed this date from the Debtor to the Lender;
(c) to the 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
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. 02-62113532/Store No. 588 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 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 Borrower hereby grants and assigns to Mortgagee as of the date hereof Lender a security interest, to secure payment and performance of all of interest (the Secured Obligations, “Security Interest”) in all property or assets, or all rights or interests in property or assets, of the following described personal property in which Mortgagor Borrower, whether now owned or at any time existing or hereafter has any interest acquired or arising and wherever located, and all proceeds and products thereof (collectively, the “Collateral”): ), including but not limited to:
(a) All goodsaccounts (including health-care-insurance receivables), building accounts receivable, receivables, contract rights, rights to payment, chattel paper (including tangible chattel paper and other electronic chattel paper), leases, instruments (including notes, promissory notes, and certificates of deposit), documents of title and general intangibles (including payment intangibles, computer programs and software, tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, and rights to sue and recover for past infringement of patents, trademarks and copyrights);
(b) All inventory (including raw materials, supplieswork-in-process or materials used or consumed in the business of Borrower), work whether in processthe possession of Borrower, equipmentwarehouseman, bailee or any other person or entity;
(c) All machinery, furniture, fixtures, furniture, furnishings, signs and other personal property goods and embedded software included thereinequipment;
(d) All documents (including negotiable and nonnegotiable documents of title);
(e) All letter-of-credit rights;
(f) All monies, 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 certificates 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 receiptsdeposit, 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 investment properties (including property management and leasing agreementsall securities), 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 held in a general or special account of deposit (including any account or deposit held jointly by Borrower with Mortgagee pursuant to any loan agreement; all reservesother person or entity, deferred paymentsor for safekeeping or otherwise, deposits, accounts, refunds, cost savings and payments of any kind related except to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, extent specifically prohibited by law);
(g) All rights under contracts of insurance (including insurance refund claims) covering any of the foregoing; together with above-described property;
(h) All attachments, accessions, tools, parts, supplies, increases and additions to and all books, replacements of and substitutions for any of the above-described property;
(i) All products of any of the above-described property;
(j) All proceeds of any of the above-described property;
(k) All supporting obligations of every nature of any of the above-described property;
(l) All books and records and files to the extent relating pertaining to any of the foregoing. As above-described property, including any computer readable memory and any computer hardware or software necessary to all of process such memory (collectively, 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 (“UCCBooks and Records”), and is acknowledged and agreed to be a “mortgage” under the UCC; and
(m) All intellectual and/or other property and/or asset of any kind.
Appears in 1 contract
Sources: Security Agreement (Revelstone Capital Acquisition Corp.)
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 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 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 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 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 Borrowers each jointly and severally do hereby grants pledge, assign, transfer and assigns deliver to Mortgagee as Secured Party and do hereby grant to Secured Party a continuing security interest in and to the following property or types of property of Borrowers, whether presently owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements therefor and improvements thereto, and all proceeds (whether or not cash), products and accounts thereof, including without limitation, all proceeds of insurance covering the date hereof a same and of any tort claim in connection therewith (the "COLLATERAL"):
(a) Accounts, accounts receivable (including without limitation all rights to payment for services rendered or goods sold or leased, whether or not evidenced by an instrument or chattel paper and whether or not yet earned by performance, however arising), chattel paper, contract rights, instruments, key-man life insurance policies, documents, and tax refunds (the "ACCOUNTS");
(b) General intangibles (including without limitation inventions, designs, copyrights, copyright applications, patents, patent applications, trademarks, trademark applications, trade names, licenses, leasehold interests, tax refund claims, guaranty claims and security interest, interests or other security held by Borrower to secure payment accounts);
(c) Inventory, including without limitation, returned and performance of repossessed goods (the "INVENTORY");
(d) Goods (other than Inventory), equipment, vehicles and fixtures, together with accessions thereto and replacement parts therefor, including all of such goods described in any schedule now or hereafter attached hereto (the Secured Obligations"EQUIPMENT");
(e) All monies, in all of the following described personal accounts, deposits and property in which Mortgagor now or at any time hereafter has any interest in the possession or under the control of Secured Party or its agent;
(collectivelyf) All books and records, 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, including without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementcustomer lists, includingcredit files, without limitationcomputer programs, 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 printouts and other rights granted bymaterials and records, 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 pertaining to any of the foregoing. As ;
(g) All documents of title evidencing or issued with respect to any of the foregoing;
(h) All proceeds and products of all of the above described personal foregoing, including without limitation, proceeds of insurance policies insuring the foregoing; and
(i) Any other property of any kind which any Borrower may hereafter at any time deliver to Secured Party to secure the obligations of Borrowers to Secured Party and any proceeds of any such property; but excluding therefrom (x) any general intangibles which terminate or become terminable if a security interest is or granted therein (until such time as any required third party consent to such security interest shall have been given, Borrowers hereby agreeing to use their best efforts to obtain such consents) and (y) any other property of any Borrower which hereafter becomes respect to which such Borrower is prohibited from granting a “fixture” under applicable lawsecurity interest by agreements existing and in effect on the date hereof (until such time as any required third party consent to such security interest shall have been given, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time Borrowers hereby agreeing to time (“UCC”use their best efforts to obtain such consents), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Credit Agreement (Akorn 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 hereby grants (a) Assignment and assigns to Mortgagee as Grant of Security in respect of the date hereof a security interest, to Secured Obligations. To secure the prompt payment and performance of all of the Secured Obligations, Debtor hereby grants, assigns, transfers and conveys to Agent, for the benefit of the Lender Group, a continuing security interest in all of Debtor's right, title and interest in and to the following described personal property in which Mortgagor property, whether now existing or at any time hereafter has any interest acquired or arising and whether registered or unregistered (collectively, the “"Trademark 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) all state(including common law)and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the real property described on Exhibit A attached hereto and incorporated by reference herein PTO, any State of the United States (but excluding each application to register any trademark, service ▇▇▇▇, or other ▇▇▇▇ ▇▇▇▇▇ to the extent filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service ▇▇▇▇) and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same are may be amended, modified or supplemented from time to time), and the right (but not effectively made a part the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the real property pursuant same, to Section 1.1 above) ▇▇▇ or bring opposition or cancellation proceedings in Debtor's name or in the name of Agent for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks");
(ii) the Improvements; together with all rents (claims, causes of action and rights to the extent▇▇▇ for past, 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 present or future infringement or unconsented use of any improvements on the Subject Property), Trademarks and all rights arising therefrom and pertaining thereto;
(iii) all 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 intangibles related to the ownership, management, leasing or operation arising out of any of the Subject Property Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or any business now or hereafter conducted thereon by Mortgagorassociated therewith; and
(iv) 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 booksprovided, records and files to the extent relating to however, that Trademark Collateral shall not include 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 UCCExcluded Collateral.
Appears in 1 contract
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 t▇▇ 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 For valuable consideration, and assigns to Mortgagee as of the date hereof a security interest, to secure the due payment and performance of all principal of, Prepayment Premium, if any, and interest on the Loans and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Corporate Obligee and Obligor to Lenders arising out of or in any way connected with the Secured ObligationsOperative Documents and all instruments, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest agreements and documents executed, issued and delivered pursuant thereto (collectively, the “Secured Obligations”):
(a) Corporate Obligee has acquired the Trust Estate subject to the Lien of Security Trustee thereon granted by Original Obligee to Original Security Trustee under the Original Operative Documents and in the furtherance thereof does hereby assign, convey, mortgage, pledge, hypothecate, transfer and set over to Security Trustee, and its successors and assigns, and grants to Security Trustee, and its successors and assigns, a first Lien on and security interest in the following property and rights of Corporate Obligee, except for Excepted Payments with respect thereto (collectively, the “Equipment 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 Items of the real property pursuant to Section 1.1 above) or Equipment;
(ii) the Improvements; together with all rents (right, title and interest of Corporate Obligee in and to the extent, if any, they are not subject to Article 3); any Cross Receipt and all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, warranties (including, without limitation, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment;
(iii) all acquisition agreements right, title and interest of Corporate Obligee in and to, but none of the obligations of Corporate Obligee under, the Equipment Agreement, the Security Documents and the Subsidiary Equipment Agreements and all Equipment Payments and Supplemental Payments payable under the Equipment Agreement including installments of Equipment Payment payments and all other sums payable thereunder;
(iv) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with respect to this Agreement or the Subject Property); all Equipment Agreement or the Items of Mortgagor’s rights under any Swap AgreementEquipment, including, without limitation, Equipment Payment and Supplemental Payments and any other payments due and to become due under this Agreement or the Existing Swap; Equipment Agreement whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise;
(v) all Contracts referenced in Section 5.16 below (including property management and leasing agreements)claims, 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 obligationspowers, insurance policiesor privileges and remedies of Corporate Obligee under this Agreement or the Equipment Agreement;
(vi) all rights of Corporate Obligee under this Agreement or the Equipment Agreement to make determinations to exercise any election (including, insurance but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and condemnation awards and proceedsauthority to demand, receive, enforce, collect or receipt for 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 foregoing or any business now property which is the subject of the Equipment Agreement, to enforce or hereafter conducted thereon by Mortgagor; all permitsexecute any checks, 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 instruments or hereafter made orders, to file any claims and to take any action which (in the opinion of Security Trustee) may be necessary or advisable in connection 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 booksprovided, records however, Security Trustee agrees for the benefit of Corporate Obligee that so long as no Loan Event of Default has occurred and files to the extent relating to is continuing, it will not exercise any of the foregoing. As rights assigned to it under clauses (v) and (vi) of this Section 7.1(a), other than the right to receive amounts due under the Equipment Agreement and Section 8 of this Agreement, without the prior written consent of Corporate Obligee;
(vii) all moneys now or hereafter paid or required to be paid to Lenders pursuant to any Operative Document; and
(viii) all proceeds of the Equipment Collateral including, without limitation, all rentals, income and profits in respect of the Items of Equipment, whether under the Equipment Agreement or otherwise, all credits granted by any manufacturer or vendor with respect to the return of any Item of Equipment and the proceeds of any insurance payable with respect to the Items of Equipment.
(b) Trust Obligee has assumed the Transferred Property subject to the Lien thereon granted by the Original Obligee to the Original Security Trustee under the Original Operative Documents and, in furtherance thereof, does hereby assign, conveys, mortgage, pledge, hypothecate, transfer and set over to Security Trustee, and its successors and assigns, a first Lien on and security interest in the following property and rights of Trust Obligee, except for Excepted Payments with respect thereto (collectively, the “Transferred Property Collateral”).
(i) the Transferred Property;
(ii) all right, title and interest of Trust Obligee in and to, but none of the obligations of Trust Obligee under, the Receivables Purchase Agreement; and
(iii) all proceeds of the Transferred Property Collateral.
(c) Owner Participant does hereby assign, convey, mortgage, pledge, hypothecate, transfer and set over to Security Trustee, and its successors and assigns, a first Lien on a security interest in all of the above described personal property which is or which hereafter becomes a “fixture” under applicable lawits rights, this Mortgage constitutes a fixture filing title and interest in, to and under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time Trust and the Trust Estate and all proceeds thereof (the “UCCTrust Collateral”), and is acknowledged and agreed to be a “mortgage” under the UCC.
Appears in 1 contract
Sources: Participation Agreement (Harman International Industries Inc /De/)
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 of all indebtedness, liabilities, agreements and obligations of 5B Technologies Group, Inc. (the Secured Obligations"Borrower") to the Bank, of Pledgor to the Bank, and of each other Guarantor (as defined in the Credit Agreement dated the date hereof by and between Borrower and the Bank as it may hereafter be amended, modified, supplemented or renewed from time to time (the "Credit Agreement")) to the Bank, in each case now existing or hereafter incurred, direct or contingent, due or to become due, of every kind and description, including, but not limited to, any advances made by the Bank and all indebtedness, liabilities, agreements and obligations of Borrower to the Bank under the Credit Agreement (all such indebtedness, liabilities, agreements and obligations, are hereinafter collectively called the "Obligations"), Pledgor hereby pledges to the Bank and grants the Bank a present lien and security interest in (a) 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 Pledgor's personal property and embedded software included thereinfixtures, whether now or hereafter existing or now owned or hereafter acquired and wherever situatedlocated, which are or are to be incorporated intoof every kind and description, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached hereto tangible 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 Agreementintangible, including, without limitation, the Existing Swap; balance of every lockbox, blocked or other deposit account now or hereafter existing of Pledgor, whether maintained with the Bank or not, any other claim of Pledgor against the Bank, now or hereafter existing, and all Contracts referenced in Section 5.16 below (including property management and leasing agreements)goods, architects’ agreementsequipment, and/or construction agreements with respect to the completion of any improvements on the Subject Property)furniture, general intangiblesinventory, accounts, contract rights, chattel paper (whether electronic or tangible)paper, instrumentsnotes receivable, documentsinvestment property, promissory notesfinancial assets and all other stocks, draftsbonds, mutual fund shares, money market shares and U.S. Governmental securities, all letter-of-credit rights and letters of credit, letter all instruments and documents, including, without limitation, documents of credit rightstitle, supporting obligationswarehouse receipts and all other shipping documents and instruments of any kind whatsoever whether relating to goods in transit or otherwise, insurance policiesall rights to payment evidenced by chattel paper or instruments, insurance all general intangibles, payment intangibles, credits, claims, demands and condemnation awards and proceeds, any other rights to the payment obligations of moneyany kind, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business whether now or hereafter conducted thereon by Mortgagor; arising, of or owing to Pledgor, and the balance of every lockbox, blocked or other deposit account now or hereafter existing of Pledgor with any agent for the Bank, correspondent bank of the Bank or other unaffiliated bank, and any and all permitsadditions and accessions thereto, consentsall substitutions and replacements therefor and all products and proceeds thereof and proceeds of insurance thereon, approvals(b) all choses in action, any rights arising under any judgment, statute or rule, all corporate and business records, customer lists, credit files, computer program printouts, and other computer materials and records, all inventories, trademarks, trade styles, designs, patents, copyrights, licenses, authorizations license agreements, and any applications for patents and/or trademarks, including, without limitation, in connection with such trademarks, trade styles, designs, patents, copyrights, licenses, licenses agreements, and any applications for patents and/or trademarks, any and all reissues, divisions, continuations, reexaminations, renewals and extensions thereof (whether in whole or in part), any and all rights corresponding thereto throughout the world, and the good will of the business to which each relates, and any and all accounts, contract rights, warranties, litigation claims and rights 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 general intangibles 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 , in each case whether now existing or hereafter acquired or created, whether owned, leased, licensed, beneficially or of record, and whether owned, leased or licensed individually, jointly or otherwise, and all payments and other distributions with respect thereto and any renewals, continuations, modifications and extensions of any and all of the above described personal property which is or which hereafter becomes a “fixture” foregoing, (c) upon request by the Bank, all commercial tort claims it may have against any Person (insofar as any earlier grant thereof under this Agreement was not effective under applicable law) and (d) any and all additions and accessions to the foregoing, this Mortgage constitutes a fixture filing under all substitutions and replacements therefor and all products and proceeds thereof and proceeds of insurance thereon (all of the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time property listed in (“UCC”a), (b), (c) and (d) is acknowledged and agreed hereinafter collectively referred to be a “mortgage” under as the UCC"Collateral").
Appears in 1 contract
Security Interest. Mortgagor (a) To secure its obligations under the Notes (as defined in the Purchase Agreement), Debtor hereby grants to Secured Parties, pari passu, a present and assigns continuing security interest (the “Security Interest”), which is junior to Mortgagee as of the date hereof a security interest, to secure payment and performance of all of the Secured Obligations, interest held by Western Commercial Bank 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 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 and partnerships and to any successor business entities, any other rights 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
Sources: Security Agreement (Aspyra Inc)
Security Interest. Mortgagor Each Borrower hereby grants and assigns to Mortgagee as Agent, for the benefit of the date hereof Lenders, 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 Borrower or any Consolidated 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 accessions to or for all of the foregoing;
(k) All Commercial Tort Claims, including those described on Schedule 5.1(k) attached hereto; and
(l) All proceeds and accessions toproducts of all of the foregoing in any form, including, without limitation, amounts payable under any policies of insurance insuring the foregoing against loss or damage, and all increases and profits received from all of the foregoing; together with all booksprovided, records however, the Collateral shall not include any rights or interests of Borrower under any licenses, leases or other contracts if and files to the extent relating that the granting of a security interest in such licenses, leases or contract is prohibited as a matter of law (as opposed to a contractual prohibition); provided, further, (i) if any such prohibition is no longer effective, a security interest therein in favor of Agent shall automatically arise hereunder without any further action on the foregoing. As part of any Borrower or Agent and (ii) nothing contained herein shall be deemed to all limit, impair or otherwise affect Agent's security interest in any rights or interests of the above described personal property which is any Borrower in or which hereafter becomes a “fixture” to monies due or to become due 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 UCCany such agreement.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Air Methods Corp)
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 Uniform Commercial Code, as amended or recodified from time to time in the State of Indiana (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCC.. For such purposes, the addresses of Mortgagor, as “debtor,” and Mortgagee, as “secured party,” are as set forth in Section 7.11 of the Mortgage
Appears in 1 contract
Security Interest. Mortgagor (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent, for the benefit of Buyers, as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in all of such Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”:
(i) the Note identified on the Asset Schedule;
(ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all records, instruments or other documentation evidencing any of the foregoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of each Seller’s rights, title and interest in and under the Base Indenture and the Series 2017‑VF1 Indenture Supplement); and
(v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) Each Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and assigns interest in, to Mortgagee and under the related Repurchase Assets to Administrative Agent, for the benefit of Buyers, to secure the Obligations. Each Seller agrees to mark its computer records, tapes and other electronic medium to evidence the interests granted to Administrative Agent hereunder.
(c) Subject to the priority interest of the Indenture Trustee, Administrative Agent, ▇▇▇▇▇▇ and Sellers hereby agree that in order to further secure Sellers’ Obligations hereunder, Sellers hereby grant to Administrative Agent, for the benefit of Buyers, a security interest (subject and subordinated to ▇▇▇▇▇▇ ▇▇▇’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements) in (i) as of the date hereof a security interest, Closing Date with respect to secure payment the PMC Seller and performance of all as of the Secured ObligationsEffective Date with respect to the PMH Seller, in all of Sellers’ rights (but not its obligations) under the following described personal property in which Mortgagor Program Agreements including any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or at any time hereafter has any interest acquired, now existing or hereafter created (collectively, the “CollateralRepurchase Rights”): 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 (ii) all collateral however defined or are to be incorporated into, used in connection with, or appropriated for use on (i) described under the real property described on Exhibit A attached hereto and incorporated by reference herein (Program Agreements to the extent not otherwise included under the same definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”).
(d) [Reserved.]
(e) The foregoing provisions of this Section 4.02 are not effectively made intended to constitute a part security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) 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 Bankruptcy 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: Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. Mortgagor hereby grants 1.1 For valuable consideration and assigns to Mortgagee as of continuing security for the date hereof a security interest, to secure payment and performance of the obligations referred to in Clause 3 hereof, the Debtor, subject to the exceptions set out in Clause 2, hereby mortgages, charges, assigns and transfers to the Secured Party, and grants to the Secured Party a continuing, specific and fixed security interest in all the Debtor's right, title and interest in and to all presently owned or held and after acquired or held personal property, assets, rights and undertakings of the Debtor (other than real property), of whatever nature or kind and wheresoever situate and all proceeds thereof and therefrom (all of which is hereinafter collectively called the Secured Obligations"Collateral") including, in all without limiting the generality of the following described personal property in which Mortgagor now or at any time hereafter has any interest foregoing:
(collectively, the “Collateral”): a) Equipment --------- All goods, building and other materials, supplies, work in process, equipment, including, without limiting the generality of the foregoing, machinery, tools, fixtures, furniture, furnishings, signs chattels, motor vehicles, vessels and other tangible personal property that is not Inventory (as defined below), and embedded software included thereinall parts, wherever situatedcomponents, attachments, accessories, accessions, replacements, substitutions, additions and improvements to any of the foregoing (all of which are is hereinafter collectively called the "Equipment"),
(b) Inventory --------- All inventory, including, without limiting the generality of the foregoing, goods acquired or are held for sale, license, or lease or furnished or to be incorporated intofurnished under contracts of license, rental or service, all raw materials, goods in process, finished goods, returned goods, repossessed goods, and all packaging materials, supplies and containers relating to or used or consumed 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 with any of the real property pursuant to Section 1.1 aboveforegoing (all of which is hereinafter collectively called the "Inventory"),
(c) or (ii) the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3); all inventoryAccounts -------- All debts, accounts, cash receiptsdemands, deposit claims, modes and choses in action which now are, or which may at any time hereafter be, due or owing to or owned by the Debtor and all books, records, documents, papers and electronically recorded data recording, evidencing or relating to the said debts, accounts, accounts receivableclaims, contract monies and choses in action or any part thereof (all of which is hereinafter collectively called the "Accounts"),
(d) Intangibles ----------- All contractual rights, licenses, agreementsgoodwill, (includingpatents, 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 moneytrade-marks, trade names, trademarks copyrights, source codes, software, and service marks arising from or related to the ownership, management, leasing or operation other intellectual property of the Subject Property Debtor, all other choses in action of the Debtor of every kind which now are, or which may at any business now time hereafter be, due or hereafter conducted thereon owing to or owned 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 ofDebtor, and additions and accessions to, any all other intangible property of the foregoing; together with all booksDebtor that is not Accounts, records and files to the extent relating to any chattel paper, instruments, documents of the foregoing. As to title, securities or money (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 hereinafter collectively called the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”"Intangibles"), and is acknowledged and agreed to be a “mortgage” under the UCC.,
Appears in 1 contract
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 a security interestBorrower, but expressly excluding those items set forth in Section 5(e) below, 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 secure payment be furnished under contracts of service or used or consumed in Borrower's business (all, except those items set forth in Section 5(e) below, hereinafter called the "Inventory");
(b) all Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and performance 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, Securities, Security Entitlements, Security Accounts, Investment Property, choses in action, and all other debts, obligations and liabilities in whatever form, owing to Borrower 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 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 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, except those items set forth in Section 5(e) below, 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, except those items set forth in Section 5(e) below, hereinafter called the "Equipment");
(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; 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 temporary use 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 foregoingforegoing (which, with Inventory, Receivables and Equipment are all, except those items set forth in Section 5(e) below, hereinafter called "Collateral"); together with all booksand
(e) the foregoing notwithstanding, records and files the security interest granted by Borrower to Bank shall not include any of Borrower's legal or beneficial interest in ASA Properties, Inc. ("Properties"), 10 Speen Street LLC or ASA InterPr▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇C (collectively, the extent relating to "LLCs") or any of the foregoing. As to all property or assets of Properties or 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 UCCLLCs.
Appears in 1 contract
Sources: Demand Loan and Security Agreement (Asa International LTD)
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 full payment and performance of all of the Secured Obligations, the Debtor hereby assigns and pledges, and hereby creates and grants, to the Secured Party, a continuing lien on and security interest in and to all of the following described personal property in which Mortgagor items and types of properties, now owned or at any time hereafter has any arising or acquired by the Debtor, wheresoever located, and all right, title and interest of the Debtor therein (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 All Accounts, Chattel Paper (including Tangible Chattel Paper 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 Electronic Chattel Paper), Documents, Instruments, Commercial Tort Claims and Contracts;
(ii) All Inventory;
(iii) All Equipment and Fixtures;
(iv) All General Intangibles (including Payment Intangibles), Trademarks, Patents, Copyrights and Trade Secrets;
(v) All Cash, Deposit Accounts, Letter of Credit Rights, Supporting Obligations and Investment Property;
(vi) All other Goods and personal property of the ImprovementsDebtor, whether tangible or intangible, now owned or hereafter acquired by the Debtor, wheresoever located; together with all rents and
(vii) All Proceeds and products relating to each of 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); b) The Collateral includes all of Mortgagor’s rights under the items described above in paragraphs (i) through (vii), whether now owned or hereafter at any Swap Agreementtime arising or acquired by the Debtor and wherever located, includingand includes all replacements, without limitationadditions, the Existing Swap; accessions, substitutions, repairs, guaranties and securities therefor, Proceeds and products relating thereto or therefrom, and all Contracts referenced in Section 5.16 below documents, records (including property management but not limited to, manual records, computer runs, print outs, tapes, disks, software, programs, source codes and leasing agreementsother computer prepared information and equipment of any kind), 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 ledger sheets 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 files of the Subject Property or Debtor relating thereto. Proceeds hereunder include any business insurance now or hereafter conducted thereon payable by Mortgagor; reason of loss or damage to any item of Collateral or any Proceeds thereof, and all permits, consents, approvals, licenses, authorizations unearned refund premiums 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 dividends which may become payable under such policies of insurance premiums made by Mortgagor with respect to and loss payments under such policies, which shall reduce 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 UCCunearned premiums.
Appears in 1 contract
Sources: Security Agreement (Ultralife Corp)
Security Interest. Mortgagor hereby grants 1.1 For consideration and assigns to Mortgagee as of security for the date hereof a security interest, to secure payment and performance of the Obligations referred to in Clause 3 hereof, the Debtor, subject to the exceptions set out in Clause 2, hereby mortgages, charges, assigns and transfers to the Secured Party, and grants to the Secured Party a security interest in, all the Debtor's right, title and interest in and to all presently owned or held and after acquired or held personal property, assets and undertaking of the Debtor (including real property), of whatever nature or kind and all proceeds thereof and therefrom (all of which is hereinafter collectively called the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest (collectively"Collateral") including without limitation, the “Collateral”): All goodsfollowing:
(a) all equipment of whatsoever nature and kind, 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 machinery, tools, plant, furniture, supplies and vehicles of whatsoever nature and kind, and all parts, components, attachments, accessories, accessions, replacements, substitutions, additions and improvements to any of the Subject Property); foregoing (all of Mortgagor’s rights under which is hereinafter collectively call the "Equipment");
(b) heating, ventilating and air-conditioning equipment; hot water tanks; interior doors and partitions; screen windows and screen doors; light fixtures; suspended ceiling tiles; wall-to-wall carpeting; built-in furniture; plumbing fixtures; communication systems; control equipment; escalators and elevators; air filtering devices; awnings; window blinds; curtain rods and runners; tracks and valances; fixed mirrors; sprinkler equipment; fire fighting equipment; and all other fixtures;
(c) all debts, accounts, claims, moneys and choses in action which now are, or which may at any Swap Agreementtime hereafter be, due or owing to or owned by the Debtor, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management rents payable and leasing agreements)all books, architects’ agreementsrecords, and/or construction agreements with respect documents, papers and electronically recorded data recording, evidencing or relating to the completion said debts, accounts, claims, moneys and choses in action or any part thereof (all of any improvements on which are hereinafter collectively called the Subject Property"Accounts"), general intangibles;
(d) all documents of title, chattel paper (whether electronic or tangible)paper, instruments, documentssecurities and money, promissory notesincluding prepaid rents and rental and damage deposits, drafts, letters and all other goods of credit, letter of credit the Debtor that are not Equipment or Accounts; and
(e) all contractual rights, supporting obligationslicenses, insurance policiesgoodwill, insurance and condemnation awards and proceedspatents, any other rights to the payment of moneytrademarks, trade names, trademarks copyrights, know-how, software and service marks arising from or related to other intellectual property of the ownershipDebtor, managementincluding all service, leasing or operation and management contracts, and all other choses in action of the Subject Property Debtor of every kind which now are, or which may at any business now time hereafter be, due or hereafter conducted thereon owing to or owned 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 ofDebtor, and additions and accessions to, any all other intangible property 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 Debtor which is not Accounts, chattel paper, instruments, documents of title securities 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 UCCmoney.
Appears in 1 contract
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 and assigns (a) Subject to Mortgagee Permitted Liens, as of security for the date hereof a security interest, to secure payment and performance of all the Obligations, the Grantor hereby grants and otherwise pledges to the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, a first priority security interest, having priority over all other security interests, in all of the following described Grantor’s right, title and interest in, to and under all of its personal property (other than as set forth in which Mortgagor Sections 2(b), 2(c) and 2(d) hereof) owned by Grantor wherever located and whether now existing or at any time owned or hereafter has any interest acquired or arising (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 including:
(i1) 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, commercial tort claims, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect rights 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 intangiblespayment, chattel paper (whether paper, electronic or tangible), instruments, documents, promissory notes, draftschattel paper, letters of credit, letter of credit rights, supporting obligationsdocuments, securities, money and instruments, and investment property, whether held directly or through a securities intermediary, and other obligations of any kind owed to the Grantor, however evidenced;
(2) all deposits and deposit accounts with any bank, savings and loan association, credit union or like organization, and all funds and amounts therein;
(3) all inventory, including, without limitation, all materials, raw materials, parts, components, work in progress, finished goods, merchandise, supplies and all other goods that are held for sale, lease or other disposition or furnished under contracts of service or consumed in the Grantor’s business, including, without limitation, those held for display or demonstration or out on lease or consignment;
(4) all equipment, including, without limitation, all machinery, furniture, furnishings, fixtures, trade fixtures, tools, parts and supplies, automobiles, trucks, tractors and other vehicles, appliances, computer and other electronic data processing equipment and other office equipment, computer programs and related data processing software, and all additions, substitutions, replacements, parts, accessories and accessions to and for the foregoing;
(5) all general intangibles and other personal property of the Grantor, including, without limitation: (i) all tax and other refunds, rebates or credits of every kind and nature to which the Grantor is now or hereafter may become entitled; (ii) all goodwill, choses in action and causes of action; (iii) all interests in limited and general partnerships and limited liability companies; and (iv) all indemnity agreements, guaranties, 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 claims and other contractual, equitable and legal rights granted by, given by of whatever kind 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 nature;
(6) all books, records and files other written, electronic or other documentation in whatever form maintained by or for the Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral; and
(7) all products and proceeds, including insurance proceeds, and supporting obligations of or for any and all of the foregoing.
(b) Notwithstanding the foregoing, such grant of security interest shall not extend to, and the term “Collateral” shall not include: (i) any asset that is encumbered by any Lien on the date hereof and (ii) any aircraft, fractional ownership interest in aircraft, restricted cash, deposits on aircraft and flight hour cards.
(c) Notwithstanding the foregoing, except for fixtures (to the extent relating covered by Article 9 of the UCC), such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any asset which would be real property under the law of the jurisdiction in which it is located.
(d) Notwithstanding anything herein to the contrary: (i) the Grantor shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed and (ii) the Collateral Agent and Secured Parties shall not have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Collateral Agent nor Secured Parties be obligated to perform any of the foregoing. As to all obligations or duties of the above described personal property which is Grantor thereunder or which hereafter becomes to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.
(e) This Agreement shall create a “fixture” under applicable law, this Mortgage constitutes a fixture filing under continuing security interest in 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 that shall remain in effect until terminated in accordance with Section 18 hereof.
Appears in 1 contract
Sources: Security Agreement (Avantair, Inc)
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 or other satisfaction of all of the Secured Obligations, Debtor hereby assigns to Secured Party and grants to Secured Party a continuing security interest in all of Debtor’s personal property, including, without limitation, the following described personal property in which Mortgagor of Debtor, whether now or at any time hereafter owned (in whole or in part), existing, acquired or arising and wherever now or hereafter located: (a) all Accounts and all Goods whose sale, lease or other disposition by Debtor has any interest (collectively, the “Collateral”): All goods, building given rise to Accounts 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 withhave been returned to, or appropriated for use on repossessed or stopped in transit by, Debtor; (ib) the real property described on Exhibit A attached hereto all Chattel Paper, Instruments, Documents 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, General Intangibles (including, without limitation, all acquisition agreements with respect patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights including, without limitation, leases and grants, payment intangibles, security interests, security deposits, rights to the Subject Propertyindemnification, strains and micro-organisms and related mutants and derivatives thereof now existing or hereafter produced, fermentation processes and protocols, proprietary and confidential information and materials, sequenced genome, annotated genome, genes, genetic material, research and development projects, research tools and materials, research equipment and supplies and know-how); (c) all Inventory including, without limitation, raw materials; (d) all Goods (other than Inventory) including, without limitation, Equipment, vehicles and Fixtures; (e) all Investment Property; (f) all Deposit Accounts, bank accounts, prepaid expenses and all deposits and cash; (g) all Letter of Mortgagor’s rights under Credit Rights; (h) all Commercial Tort Claims, and all other claims and causes of action, whether in contract, tort or otherwise; (i) any Swap Agreementproperty of Debtor now or hereafter in the possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of any of Secured Party or any participant with MAE Trust in the Loan, if any, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); (j) all other personal property described in the Prior Security Agreements; and (k) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring 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 offoregoing property, and additions all of Debtor’s books and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. As foregoing and 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 UCCDebtor’s business.
Appears in 1 contract
Sources: Loan and Security Agreement (Dyadic International Inc)
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 filing" within the Pennsylvania meaning of the Tennessee Uniform Commercial Code, Code (as amended or recodified from time to time (“time, "UCC”), ") Sections TCA 47-9-313 and is acknowledged and agreed to be a “mortgage” under the UCCTCA 47-9-402.
Appears in 1 contract
Sources: Deed of Trust (Prudential Bache Equitec Real Estate Partnership)
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, ny-1258362 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 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 Project Loan Agreement 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 1 contract
Sources: Acquisition Loan Mortgage (KBS Strategic Opportunity REIT II, 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) all advance payments of insurance premiums made 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 Debtor” or words of similar effect.
3.5 Notwithstanding the extent relating to any broad grant of the foregoing. As to all of the security interest set forth in Section 3.1, above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing and under the Pennsylvania Uniform Commercial CodeSecurity Documents, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under until the UCCconditions in Section 2.1 are satisfied the maximum amount secured by the Loan Documents shall not exceed the aggregate Advances.
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-1” attached hereto and incorporated by reference herein (or Exhibit “A” attached 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
Sources: Note Amendment Agreement (Roberts Realty Investors Inc)
Security Interest. Mortgagor Issuer, as a debtor under the UCC, for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Subscriber, as secured party under the UCC, a continuing security interest in and assigns to Mortgagee as to, 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 thereinIssuer, 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, goods and work in Section 5.16 below 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 Issuer’s business (including property management and leasing agreementsall hereinafter called the “Inventory”);
(b) all Accounts, architects’ agreementscontracts, and/or construction agreements with respect to the completion of any improvements on the Subject Property)contract rights, general intangiblesnotes, chattel paper (whether electronic or tangible), instruments, documents, promissory notesbills, drafts, letters acceptances, General Intangibles (including without limitation registered and unregistered trademarks, service marks and tradenames, together with the goodwill therein; copyrights; customer lists; all other goodwill; computer programs; computer records; computer software; computer data; trade secrets; inventions; patents and patent applications; ledger sheets; files; records; data processing records relating to any Accounts and all tax refunds of every kind and nature to which Issuer is now or hereafter may become entitled to, no matter how arising including, without limitation, the intellectual property listed in the attached Schedule 4(b)), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter of Credit Rights (whether or not the Letter of Credit is evidenced by a writing), 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 Issuer from any Person, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Issuer, 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 Issuer 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 Issuer and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter called the “Equipment”); and
(d) all proceeds and products of all of the foregoing in any form, including, without limitation, 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 fire 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 ofinsurance, and additions also including, without limitation, rents and accessions to, profits resulting from the temporary use of any of the foregoing; together foregoing (which, with Inventory, Receivables and Equipment are all books, records and files hereinafter called “Collateral”). Issuer further collaterallyassigns to the extent relating to any of the foregoing. As to Subscriber all of the above described personal property foregoing Collateral except for trademarks, service marks and trade names. This foregoing security interest shall be instantiated in the Patent Security Assignment of Schedule 4, which is may be recorded with any state, federal, or which hereafter becomes a “fixture” under applicable lawforeign authorities in lieu of recording this entire agreement, this Mortgage constitutes a fixture filing under at 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 UCCoption of Subscriber.
Appears in 1 contract
Sources: Securities Purchase and Security Agreement (Metaswarm 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, 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 5.15 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 Minnesota 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 (a) Each Company hereby grants and assigns to Mortgagee as of the date hereof CTAC 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 it, or in which it now has or at any time in the future may acquire any right, title or interest (collectivelythe "Collateral"): all accounts whether or not purchased by CTAC pursuant to this Agreement, the “Collateral”): All goods, building 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 and software), chattel paper (whether tangible or electronic), supporting obligations, investment property, letter-of-credit rights, trademarks and tradestyles 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 additions, accessions and substitutions thereto or therefor, all rights of each Company pursuant to this Agreement, and all contract rights and other general intangibles related to the Accounts 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 the foregoing language of 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 the each Company under any of the Transaction Documents, 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 CTAC deems necessary or desirable to protect the Security Interest or otherwise to carry out the provisions of this Agreement, including, but not limited to, the execution of any and all documents, instruments and agreements in form satisfactory to CTAC and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of any and all Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments. Each Company irrevocably appoints CTAC 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 this Agreement, such appointment being deemed to be a power coupled with an interest.
(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 at the address set forth on Exhibit F hereto, (ii) it is duly organized in the State set forth on Exhibit F hereto with organization identification numbers set forth on Exhibit F hereto, (iii) it has the full power, authority and legal right to enter into this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder, (iv) it is in good standing under the laws of the State of its organization and is qualified to do business in the States listed on Exhibit F hereto, which constitute all States in which qualification is necessary to conduct its business and own its property, except to the extent the failure to so qualify could not be reasonably expected to have a material adverse effect on the applicable Company and (v) the information set forth on Exhibit G hereto relating to each Company is true and correct.. None of the Accounts Receivable is evidenced by a promissory note or other instrument. No Company will reincorporate itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof. Each Company will 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 previous sentence or, upon 30 days' prior written notice to CTAC, at any other locations in a jurisdiction where all actions required by this Section 4 shall have been taken with respect to the Subject PropertyCollateral. Each Company will hold and preserve its records concerning its accounts and contract rights and will permit access to representatives of CTAC at any time 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 the Liens in favor of (i) North Fork Bank ("NFB"); all , the lien priorities with respect to which are governed by the terms of Mortgagor’s rights under an Intercreditor Agreement dated as of the date hereof between CTAC and NFB and (ii) Foothill Capital Corp. ("Foothill"), the lien priorities with respect to which are governed by the terms of an Intercreditor Agreement dated as of the date hereof between CTAC and Foothill, as each such agreement may be amended, modified and supplemented from time to time (collectively, the "Permitted Liens"). The Company Agent will notify CTAC of any Swap Liens against the Collateral, will defend the Collateral against any Liens adverse to CTAC, 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 CTAC and Permitted Liens.
(f) Each Company authorizes CTAC to file one or more financing or continuation statements, and amendments thereto, relating to the Collateral. CTAC 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 CTAC and 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 CTAC's discretion, to take any action or execute any instrument which CTAC may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to CTAC pursuant to this Agreement; (ii) to ask, the Existing Swap; all Contracts referenced demand, collect, ▇▇▇ for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or 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 of the Subject Property)Collateral; (iii) to receive, general intangiblesendorse, chattel paper (whether electronic and collect any checks, drafts or tangible), other instruments, documents, promissory notesand chattel paper in connection with clause (i) or clause (ii) above; (iv) 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 CTAC); (v) if a 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 CTAC, to receive, open and process all mail addressed to such Company, to send requests for verification of accounts to customers; and (vi) to file any claims or obtained from, take any governmental entity with respect to action or institute any proceedings which CTAC may deem necessary or desirable for 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 collection 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 Collateral or otherwise to enforce the rights of CTAC 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 as such attorney.
(h) If any Company fails to perform any agreement contained herein, CTAC may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of CTAC incurred in connection therewith shall be jointly and severally payable by the Companies and shall be fully secured hereby.
(i) The powers conferred on CTAC hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon CTAC 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, CTAC 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 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 same extent as if this Agreement had not been executed; (ii) the exercise by CTAC of any of its rights hereunder shall not release any Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) CTAC shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, nor shall CTAC be obligated to perform any of the obligations or duties of any Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(k) In recognition of CTAC's right to have its attorney's fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all liabilities and obligations of each Company to CTAC under the Transaction Documents, CTAC shall not be required to record any terminations or satisfactions of any of CTAC's liens on the Collateral unless and until each Company has executed and delivered to CTAC a general release in a form reasonably satisfactory to CTAC.
(l) If any Default shall have occurred and be continuing:
(i) CTAC may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), and also may (1) require each Company to, and each Company hereby agrees that it will at its expense and upon request of CTAC forthwith, assemble all or part of the Collateral as directed by CTAC and make it available to CTAC at a place to be designated by CTAC which is reasonably convenient to both parties and (2) without notice except as specified below, sell the Collateral or which hereafter becomes a “fixture” under applicable any part thereof in one or more parcels at public or private sale, at any of CTAC's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as CTAC may deem commercially reasonable. Each Company agrees that, to the extent notice of sale shall be required by law, this Mortgage constitutes a fixture filing under at least ten days' notice to the Pennsylvania Uniform Commercial Code, as amended Company Agent of the time and place of any public sale or recodified the time after which any private sale is to be made shall constitute reasonable notification. CTAC shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. CTAC may adjourn any public or private sale from time to time (“UCC”)by announcement at the time and place fixed therefore, and is acknowledged any such sale may, without further notice, be made at the time and agreed place which it was so adjourned.
(ii) Any cash held by CTAC as Collateral and all cash proceeds received by CTAC in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of CTAC, be held by CTAC as Collateral for, and/or then or any time thereafter be applied in whole or in part by CTAC against, all or any part of the Obligations in such order as CTAC shall elect. Any surplus of such cash or cash proceeds held by CTAC and remaining after payment in full of all the Obligations shall be paid over to the Company Agent for the benefit of the Companies or to whomsoever may be a “mortgage” lawfully entitled to receive such surplus.
(iii) CTAC may exercise any and all rights and remedies of each Company under or in connection with the UCCCollateral, including, without limitation, any and all rights of each Company to demand or otherwise require payment of any amount under, or performance of any provision of, any account, contract or agreement.
(iv) All payments received by any Company under or in connection with the Collateral shall be received in trust for the benefit of CTAC, shall be segregated from other funds of such Company and shall be forthwith paid over to CTAC in the same form as so received (with any necessary endorsement).
Appears in 1 contract
Sources: Accounts Receivable Purchase Agreement (Scient 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 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 (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 security for the date hereof a security interest, to secure payment and performance of all Obligations (including, without limitation, the Company's Obligations hereunder and under the Guaranty Agreement (BioSepra) and the Guaranty Agreement (Versicor), the Bank shall have and the Company hereby grants to the Bank a continuing security interest in all property of the Secured ObligationsCompany of every kind and description, in all of tangible or intangible, whether now or hereafter existing, whether now owned or hereafter acquired, and wherever located, including but not limited to the following described personal (and together with all property in which Mortgagor now or at the Bank may have a security interest pursuant to any time hereafter has any other security agreements, pledge agreements, mortgages and other instruments creating a security interest (in favor of the Bank and securing the Obligations, collectively, the “Collateral”"COLLATERAL"): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, all furniture, furnishings, signs and other personal similar 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 Company; all Accounts of the Company; all contract rights of the Company; all other rights of the Company, including, without limitation, amounts due from affiliates, tax refunds, and insurance proceeds; all investment property pursuant to Section 1.1 above) or (ii) as defined in the Improvements; together with all rents (to the extent, if any, they are not subject to Article 3Massachusetts Uniform Commercial Code); all inventoryinterest of the Company in goods or services as to which an Account Receivable shall have arisen; all files, accountsrecords (including, without limitation, computer programs, tapes and related electronic data processing software) and writings of the Company or in which it has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, or other property owned by the Company or in which it has an interest which are now or may hereafter be in the possession of the Bank or as to which the Bank may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Company (including, without limitation, all acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreementpatents, 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 moneytrademarks, trade names, trademarks service marks, copyrights 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, applications for any of the foregoing; together with all booksrights to use patents, records trademarks, trade names, service marks, and files copyrights of any Person and all trade secrets, know how and other intellectual property rights (collectively "INTELLECTUAL PROPERTY"); and any rights of the 39 45 Company to the extent relating retrieval from third parties of electronically processed and recorded information pertaining to any of the foregoing. As types of collateral referred to in this Section 7.1); any other property of the Company, real or personal, tangible or intangible, in which the Bank now has or hereafter acquires a security interest or which is now or may hereafter be in the possession of the Bank; any sums at any time credited by or due from the Bank to the Company, including deposits; and proceeds and products of all of the above described personal property which is foregoing; PROVIDED THAT the Bank shall not be deemed to have a security interest in any technology license entered into by the Company and any third party other than an Affiliate or which hereafter becomes a “fixture” under applicable lawSubsidiary of the Company prior to December 28, this Mortgage constitutes a fixture filing under 1994 if the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to granting of such security interest by the Company would be a “mortgage” under violation of such technology license. The provisions of this Section 7.1 applicable to general intangibles consisting of Intellectual Property are supplemented by the UCCprovisions of the Intellectual Property Security Agreement and any conflict between the provisions of this Agreement as applicable to such general intangibles and the Intellectual Property Security Agreement shall be resolved in favor of such Intellectual Property Security Agreement.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Sepracor Inc /De/)
Security Interest. Mortgagor hereby grants In order to induce FHC to purchase the Specified Rents and assigns to Mortgagee as enable FHC to comply with its obligations under Section 6 of the date hereof Loan and Security Agreement, TSFC hereby assigns, pledges and grants a continuing security interest to FHC in all of its right, title and interest in and to the following described properties, assets and rights (such properties, assets and rights collectively called the "Specified Collateral"):
(a) each Specified Lease and all of TSFC's rights thereunder including the right to receive payments (including Rent and security deposits) due to TSFC thereunder and the right to exercise rights and remedies upon default;
(b) every item or component of Specified Equipment subject to Specified Leases, together with (i) all accessions, replacements and substitutions thereto and therefor and (ii) all upgrades, add-ons and additions thereto and therefor to the extent they have been financed by Lender under the Loan and Security Agreement, and (iii) all of its rights in the software and licenses related thereto;
(c) each and every Specified Guaranty, security interest, to secure mortgage or other security (including security deposits) securing the payment and performance of the Lessees' obligations under the Specified Leases;
(d) all Specified Lease Proceeds and Proceeds of items or components of Specified Equipment;
(e) all warranty and other rights TSFC may have with respect to the Specified Leases and the Specified Equipment subject thereto against the manufacturer(s) of the Secured Obligations, in all of the following described personal property in which Mortgagor now or at any time hereafter has any interest Specified Equipment; and
(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 (if) the real property proceeds (whether cash or non-cash proceeds), and products of all the properties, assets and rights described on Exhibit A attached hereto and incorporated by reference herein in paragraphs (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 3a); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (includingb),(c), (d) and (e) above 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 Mortgageepayments, whether or not disbursedFHC or Lender is the loss payee thereof; all funds deposited with Mortgagee in each case whether now owned or hereafter acquired. TSFC acknowledges that FHC will assign, pledge and grant to Lender the foregoing security interest, 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 Section 6 of the foregoing; together with all books, records Loan 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 CodeSecurity Agreement, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “mortgage” under the UCCsecurity for FHC's Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Cooperative Computing Inc /De/)
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 of the date hereof a security interestSecurity Trustee, to secure payment for its benefit and performance of all the benefit of the Secured ObligationsParties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following described personal property in collateral, whether now existing or hereafter created [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which Mortgagor now confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. or at any time hereafter has any interest acquired (collectively, the “Mortgage Collateral”): All goods, building and other materials, supplies, work in process) attaching on the date of this Agreement:
(a) the Asset;
(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 Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine;
(c) the technical data, technical documents, manuals, log books and all funds deposited with Mortgagee pursuant to any loan agreement; all reservesinspection, deferred paymentsmodification, depositsoverhaul, accountsservice, refundsrepair, cost savings maintenance, technical and payments of any kind related other records that relate to the Subject Property Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any portion thereof; together with acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”);
(d) all replacements and proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and additions and accessions all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition 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 Related Documents or by any supplement to any 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
(f) 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
Sources: Security Trust Agreement (Willis Lease Finance 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 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