Common use of Creation of Security Interest in Collateral Clause in Contracts

Creation of Security Interest in Collateral. As collateral security for any and all such Advances, Member assigns, transfers, pledges, and grants a security interest to the Bank, its successors or assigns, in all Mortgage Collateral, Securities Collateral, Deposits and other collateral (as described in the Member Policies and Procedures and referred to herein collectively as "Collateral") now or hereafter acquired by the Member, and all proceeds thereof; provided, however, that the Member may freely dispose of Collateral that is not used to satisfy its collateral maintenance level as set forth below in B. With respect to the Collateral, Member undertakes and agrees as follows: A. That such security interest shall extend to after acquired Collateral of a similar nature; B. To keep and maintain an amount of such Collateral free and clear of pledges, liens, and encumbrances to others as is required to meet the Member's collateral maintenance level. The "required Collateral Maintenance Level" means the amount of Collateral the Member is required to maintain to secure its Advances with the Bank as set forth and calculated in accordance with the Member Policies and Procedures; C. That the Member shall be at liberty to use, commingle, and dispose of all or part of the Collateral, and to collect, compromise, and dispose of the proceeds of the Collateral without being required to account for the proceeds or replace the Collateral subject only to its obligation to meet its Collateral Maintenance Level as set forth above; D. To assemble and deliver Collateral to the Bank or its authorized agents immediately upon demand of the Bank; and as specified by the Bank in the Member Policies and Procedures to pay for the safekeeping of Collateral as established by the Bank; and E. To make, execute, and deliver to the Bank such assignments, endorsements, listings, powers, financing statements or other instruments as the Bank may reasonably request respecting such Collateral. Without limitation of the foregoing, all tangible and intangible property heretofore assigned, transferred or pledged by the Member to the Bank as Collateral for Advances prior to the date hereof is hereby assigned, transferred and pledged to the Bank as Collateral hereunder.

Creation of Security Interest in Collateral. A. As collateral security for any and all such AdvancesAdvances and other indebtedness, the Member hereby assigns, transfers, pledges, pledges and grants a security interest to the Bank, its successors or assignsassigns all of the following (collectively, in the “Collateral”): 1. all Mortgage Collateral, Securities Collateral, Deposits and other collateral (as described in Capital Stock of the Member Policies and Procedures and referred to herein collectively as "Collateral") Bank now or hereafter acquired owned by the Member, and all proceeds thereof; provided, however, that deposit accounts now or hereafter maintained by the Member may freely dispose with the Bank; and 2. such property of Collateral that is not used to satisfy its collateral maintenance level as set forth below in B. With respect to the Collateral, Member undertakes and agrees as follows: A. That such security interest shall extend to after acquired Collateral of a similar nature; B. To keep and maintain an amount of such Collateral free and clear of pledges, liens, and encumbrances to others as is required described on a Collateral Listing substantially in the form of Exhibit A or in such other form as may be determined by the Bank from time to meet the Member's time, transmitted from time to time by Member to Bank and delivered by Member to Bank as collateral maintenance levelhereunder and identified as such. The "required Collateral Maintenance Level" means the amount of Collateral the Member is required to maintain to secure its Advances with the Bank as set forth and calculated in accordance with the Member Policies and Procedures; C. That the Member shall be at liberty to use, commingle, and dispose of all or part of promptly deliver the Collateral, and to collect, compromise, and dispose of the proceeds of the Collateral without being required to account for the proceeds or replace the Collateral subject only to its obligation to meet its Collateral Maintenance Level as set forth above; D. To assemble and deliver Collateral to the Bank or its authorized agents immediately upon demand of agents, in the Bank; and as manner specified by the Bank in the Member Policies and Procedures to pay for the safekeeping of Collateral or as established otherwise specified in writing by the Bank; and. E. To B. The Member undertakes and agrees to keep and maintain at all times Collateral (exclusive of Bank Capital Stock and Member’s deposit accounts) which has an Advance Equivalency sufficient to fully secure its Advances. Advance Equivalency is calculated by applying commercially reasonable Collateral Maintenance Levels to the fair market value or book value of Collateral. The Member acknowledges that the Bank may increase such Collateral Maintenance Levels, in a commercially reasonable and nondiscriminatory manner as determined by the Bank, by providing written notice of any such increase to the Member at least thirty (30) calendar days prior to implementing the same. C. The Bank agrees to allow the Member to withdraw any Collateral specified in a written request to the Bank, provided that the Bank reasonably determines that the remaining Collateral (exclusive of Bank Capital Stock and Member’s deposit accounts), after giving effect to such withdrawal, has an Advance Equivalency at least equal to Member’s Advances. D. The Member agrees to make, execute, execute and deliver to the Bank such assignments, endorsements, listings, powers, financing statements or other instruments documents or instruments, or to take any such other measures as the Bank may reasonably request respecting such in order to protect its security interest in the Collateral. Without limitation The Member authorizes the Bank to file any and all financing statements and amendments thereto as the Bank reasonably deems desirable to perfect and protect its security interest in the Collateral. E. The Member agrees to provide any information regarding the Collateral reasonably requested by the Bank and to make its books and records available to the Bank audits or verification pursuant to Section 9. F. Member agrees to provide any information requested by the Bank in connection with an Advance or Collateral and any information contained in any status report, schedule, or other documents requested or required hereunder and any other information given from time to time by the Member as to each item of Collateral. G. Unless otherwise directed by the Member, the Bank undertakes and agrees to transfer all income received by the Bank on any Collateral to the Member’s Demand Deposit Account. Notwithstanding the foregoing, all tangible however, in the event that a default as described in Section 6 has occurred and intangible property heretofore assignedis continuing, transferred or pledged the Bank shall directly apply any such income received in satisfaction of the amount in default. H. The sole duty of the Bank with respect to any Collateral delivered by the Member shall be to use reasonable care in the Bank as Collateral for Advances prior to custody and preservation of the date hereof is hereby assigned, transferred and pledged to the Bank as Collateral hereunderCollateral.

Creation of Security Interest in Collateral. As collateral security for any and all such Advancesobligations under the AgVantage Bonds issued pursuant to the Bond Purchase Agreement and any other amounts that are due hereunder or thereunder from the Grantor to the holders of AgVantage Bonds, Member the Grantor hereby assigns, transfers, pledges, and grants to the Collateral Agent for the benefit of the Control Party a security interest in and continuing lien on, subject to the Bankterms of this Agreement, its successors or assignsall of the Grantor’s right, remedy, title and interest in and to the Collateral (the “Security Interest”). The Grantor authorizes the Purchaser to undertake any and all Mortgage Collateralaction to perfect the Security Interest created hereby, Securities Collateralincluding, Deposits without limitation, filing a UCC financing statement in form and other collateral (as described in the Member Policies and Procedures and referred to herein collectively as "Collateral") now or hereafter acquired by the Membersubstance, and all proceeds thereof; providedin each jurisdiction, however, that necessary to perfect the Member may freely dispose of Collateral that is not used to satisfy its collateral maintenance level as set forth below in B. With respect to the Collateral, Member undertakes and agrees as follows: A. That such security interest shall extend to after acquired Collateral of a similar nature; B. To keep and maintain an amount of such Collateral free and clear of pledges, liensSecurity Interest, and encumbrances the Grantor waives any right of objection to others as is required to meet any of the Member's collateral maintenance levelCollateral Agent (at the written direction of the Control Party), the Purchaser, or the Control Party undertaking such action or actions hereunder. The "required Collateral Maintenance Level" means Grantor shall, not later than three (3) Business Days after either the amount issuance of Collateral each AgVantage Bond under the Member is required to maintain to secure its Advances with Bond Purchase Agreement, or, so long as the Bank as set forth and calculated in accordance with the Member Policies and Procedures; C. That the Member shall be at liberty to useAgVantage Bond Balance exceeds $0, commingle, and dispose upon substitution or modification of all or part any of the Collateral, and (A) deliver to collect, compromisethe Collateral Agent, and dispose the Collateral Agent, on behalf of the proceeds Control Party, shall hold, the Mortgage Documents and (B) to the extent that the Collateral contains Qualified Substitute Collateral or other cash assets, deliver a fully-signed copy of the Securities Account Control Agreement to the Collateral Agent. Notwithstanding the foregoing, in the event that a recorded copy of any document or instrument is not yet available from the applicable recorder or register within such time frame, Grantor shall deliver an unrecorded copy to Collateral Agent, and Grantor shall subsequently deliver a recorded copy to Collateral Agent within three (3) Business Days after Grantor’s receipt of the same. Upon occurrence of an Event of Default, the Collateral Agent, on behalf of the Control Party, shall have the right (in its sole and absolute discretion), to the extent a register is maintained therefor, to register the Collateral in the Collateral Agent’s own name as pledgee, or in the name of the Collateral without being required Agent’s nominee (as pledgee or as sub-agent) or to account for the proceeds or replace continue to hold the Collateral subject only in the name of the Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon cessation of such Event of Default, the Collateral Agent shall take such action as is necessary to its obligation to meet its Collateral Maintenance Level as set forth above; D. To assemble and deliver again cause the Collateral to be registered in the Bank name of the Grantor (or its authorized agents immediately upon demand of the Bank; and as specified by the Bank in the Member Policies and Procedures to pay for the safekeeping of Collateral as established by the Bank; and E. To make, execute, and deliver to the Bank such assignments, endorsements, listings, powers, financing statements or other instruments as the Bank may reasonably request respecting such Collateralrespective nominees). Without limitation of the foregoing, all tangible and intangible property heretofore assigned, transferred or pledged by the Member to the Bank as Collateral for Advances prior to the date hereof is hereby assigned, transferred and pledged to the Bank as Collateral hereunder.Section 2.2