Grant of Collateral. To secure the prompt payment and performance of the Obligations, the Borrower pledges, assigns, transfers and grants to the Bank a continuing first priority security interest in the following property of the Borrower (collectively, the "Collateral"): (a) All accounts (the "Accounts"), as that term is defined in the Uniform Commercial Code as in effect from time to time in the States of Tennessee and Delaware (the "UCC"), including, without limitation, all accounts receivable, book debts and other forms of obligations, other than forms of obligations evidenced by Chattel Paper or Instruments, as those terms are defined below, now owned or hereafter received or acquired by or belonging or owing to the Borrower, including, without limitation, under any trade name, style or division thereof, whether arising out of goods sold or services rendered by the Borrower or from any other transaction, whether or not the same involves the sale of goods or services by the Borrower, including, without limitation, any such obligation which may be characterized as an account or contract right under the UCC, and all of the Borrower's rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of the Borrower's rights to any goods represented by any of the foregoing, including, without limitation, unpaid seller's rights of rescission, replevin, reclamation or repossessed goods, and all monies due or to become due to the Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by the Borrower, whether or not yet earned by performance on the part of the Borrower or in connection with any other transaction, now in existence or hereafter occurring, including, without limitation, the right to receive the proceeds of such purchase orders and contracts, and all collateral security and guaranties of any kind given by any person with respect to any of the foregoing; (b) All chattel paper (the "Chattel Paper"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower; (c) All contracts, undertakings, franchise agreements or other agreements (collectively, the "Contracts"), other than rights evidenced by Chattel Paper, Documents or Instruments, as those terms are defined below, in or under which the Borrower may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof; (d) All documents (the "Documents"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower; (e) All equipment (the "Equipment"), as that term is defined in the UCC, now or hereafter owned or acquired by the Borrower and, in any event, shall include, without limitation, all machinery, tools, dyes, equipment, furnishings, vehicles and computers and other electronic data processing and other office equipment, any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto; (f) All general intangibles (the "General Intangibles"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower and, in any event, shall include, without limitation, all right, title and interest which the Borrower may now or hereafter have in or under any Contract, all customer lists, trademarks, rights in intellectual property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions, whether or not patented or patentable, technical information, procedures, designs, knowledge, know-how, software, data bass, data, skill, expertise, recipes, experience, processes, models, drawings, blueprints, catalogs, materials and records, goodwill including, without limitation, the goodwill associated with any trademark, trademark registration or trademark licensed under any trademark license, claims in or under insurance policies, including unearned premiums, uncertificated securities, deposit accounts, rights to receive tax refunds and other payments and rights of indemnification; (g) All instruments (the "Instruments"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower, including, without limitation, all Note and other evidences of indebtedness, other than instruments that constitute, or are a part of a group or writings that constitute, Chattel Paper; (h) All inventory (the "Inventory"), as that term is defined in of the UCC, wherever located, now or hereafter owned or acquired by the Borrower and, in any event, shall include all inventory, merchandise, goods and other personal property which are held by or on behalf of the Borrower for sale or lease or are furnished or are to be furnished under a contract of service or which constitute raw materials, work in process or materials used or consumed or to be used or consumed in the Borrower's business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not such inventory is listed on any schedules, assignments or reports furnished to the Bank from time to time and whether or not the same is in transit or in the constructive, actual or exclusive occupancy or possession of the Borrower or is held by the Borrower or by others for the Borrower's account, including, without limitation, all goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all inventory which may be located on premises of the Borrower or of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other persons; and (i) All proceeds (the "Proceeds"), as that term is defined in the UCC, and in any event including, without limitation, (i) any and all Accounts, Chattel Paper, Instruments, cash and other proceeds payable to the Borrower from time to time in respect of any of the foregoing collateral security, (ii) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Borrower from time to time with respect to any of the collateral security, (iii) any and all payments (in any form whatsoever) made or due and payable to the Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the collateral security by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority) and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the collateral security.
Appears in 1 contract
Samples: Commercial Revolving Loan and Security Agreement (First Aviation Services Inc)
Grant of Collateral. To secure the prompt payment and performance of the Obligations, the Borrower pledges, assigns, transfers and grants to the Bank a continuing first priority security interest in the following property of the Borrower (collectively, the "Collateral"):
(a) All accounts (the "Accounts"), as that term is defined in the Uniform Commercial Code as in effect from time to time in the States of Tennessee and Delaware (the "UCC"), including, without limitation, all accounts receivable, book debts and other forms of obligations, other than forms of obligations evidenced by Chattel Paper or Instruments, as those terms are defined below, now owned or hereafter received or acquired by or belonging or owing to the Borrower, including, without limitation, under any trade name, style or division thereof, whether arising out of goods sold or services rendered by the Borrower or from any other transaction, whether or not the same involves the sale of goods or services by the Borrower, including, without limitation, any such obligation which may be characterized as an account or contract right under the UCC, and all of the Borrower's rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of the Borrower's rights to any goods represented by any of the foregoing, including, without limitation, unpaid seller's rights of rescission, replevin, reclamation or repossessed goods, and all monies due or to become due to the Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by the Borrower, whether or not yet earned by performance on the part of the Borrower or in connection with any other transaction, now in existence or hereafter occurring, including, without limitation, the right to receive the proceeds of such purchase orders and contracts, and all collateral security and guaranties of any kind given by any person with respect to any of the foregoing;
(b) All chattel paper (the "Chattel Paper"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower;
(c) All contracts, undertakings, franchise agreements or other agreements (collectively, the "Contracts"), other than rights evidenced by Chattel Paper, Documents or Instruments, as those terms are defined below, in or under which the Borrower may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof;
(d) All documents (the "Documents"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower;
(e) All equipment (the "Equipment"), as that term is defined in the UCC, now or hereafter owned or acquired by the Borrower and, in any event, shall include, without limitation, all machinery, tools, dyes, equipment, furnishings, vehicles and computers and other electronic data processing and other office equipment, any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto;
(f) All general intangibles (the "General Intangibles"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower and, in any event, shall include, without limitation, all right, title and interest which the Borrower may now or hereafter have in or under any Contract, all customer lists, trademarks, rights in intellectual property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions, whether or not patented or patentable, technical information, procedures, designs, knowledge, know-how, software, data bass, data, skill, expertise, recipes, experience, processes, models, drawings, blueprints, catalogs, materials and records, goodwill including, without limitation, the goodwill associated with any trademark, trademark registration or trademark licensed under any trademark license, claims in or under insurance policies, including unearned premiums, uncertificated securities, deposit accounts, rights to receive tax refunds and other payments and rights of indemnification;
(g) All instruments (the "Instruments"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower, including, without limitation, all Note and other evidences of indebtedness, other than instruments that constitute, or are a part of a group or writings that constitute, Chattel Paper;
(h) All inventory (the "Inventory"), as that term is defined in of the UCC, wherever located, now or hereafter owned or acquired by the Borrower and, in any event, shall include all inventory, merchandise, goods and other personal property which are held by or on behalf of the Borrower for sale or lease or are furnished or are to be furnished under a contract of service or which constitute raw materials, work in process or materials used or consumed or to be used or consumed in the Borrower's business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not such inventory is listed on any schedules, assignments or reports furnished to the Bank from time to time and whether or not the same is in transit or in the constructive, actual or exclusive occupancy or possession of the Borrower or is held by the Borrower or by others for the Borrower's account, including, without limitation, all goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all inventory which may be located on premises of the Borrower or of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other persons; and
(i) All proceeds (the "Proceeds"), as that term is defined in the UCC, and in any event including, without limitation, (i) any and all Accounts, Chattel Paper, Instruments, cash and other proceeds payable to the Borrower from time to time in respect of any of the foregoing collateral security, (ii) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Borrower from time to time with respect to any of the collateral security, (iii) any and all payments (in any form whatsoever) made or due and payable to the Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the collateral security by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority) and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the collateral security."
Appears in 1 contract
Samples: Commercial Revolving Loan and Security Agreement (First Aviation Services Inc)
Grant of Collateral. To secure the prompt payment and performance of the Obligations, the Borrower pledges, assigns, transfers and grants to the Bank a continuing first priority security interest in the following property of the Borrower (collectively, the "Collateral"):
(a) All accounts (the "Accounts"), as that term is defined in the Uniform Commercial Code as in effect from time to time in the States State of Tennessee and Delaware (the "UCC"), including, without limitation, all accounts receivable, book debts and other forms of obligations, other than forms of obligations evidenced by Chattel Paper or Instruments, as those terms are defined below, now owned or hereafter received or acquired by or belonging or owing to the Borrower, including, without limitation, under any trade name, style or division thereof, whether arising out of goods sold or services rendered by the Borrower or from any other transaction, whether or not the same involves the sale of goods or services by the Borrower, including, without limitation, any such obligation which may be characterized as an account or contract right under the UCC, and all of the Borrower's rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of the Borrower's rights to any goods represented by any of the foregoing, including, without limitation, unpaid seller's rights of rescission, replevin, reclamation or repossessed goods, and all monies due or to become due to the Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by the Borrower, whether or not yet earned by performance on the part of the Borrower or in connection with any other transaction, now in existence or hereafter occurring, including, without limitation, the right to receive the proceeds of such purchase orders and contracts, and all collateral security and guaranties of any kind given by any person with respect to any of the foregoing;
(b) All chattel paper (the "Chattel Paper"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower;
(c) All contracts, undertakings, franchise agreements or other agreements (collectively, the "Contracts"), other than rights evidenced by Chattel Paper, Documents or Instruments, as those terms are defined below, in or under which the Borrower may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof;
(d) All documents (the "Documents"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower;
(e) All equipment (the "Equipment"), as that term is defined in the UCC, now or hereafter owned or acquired by the Borrower and, in any event, shall include, without limitation, all machinery, tools, dyes, equipment, furnishings, vehicles and computers and other electronic data processing and other office equipment, any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto;
(f) All general intangibles (the "General Intangibles"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower and, in any event, shall include, without limitation, all right, title and interest which the Borrower may now or hereafter have in or under any Contract, all customer lists, trademarks, rights in intellectual property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions, whether or not patented or patentable, technical information, procedures, designs, knowledge, know-how, software, data bass, data, skill, expertise, recipes, experience, processes, models, drawings, blueprints, catalogs, materials and records, goodwill including, without limitation, the goodwill associated with any trademark, trademark registration or trademark licensed under any trademark license, claims in or under insurance policies, including unearned premiums, uncertificated securities, deposit accounts, rights to receive tax refunds and other payments and rights of indemnification;
(g) All instruments (the "Instruments"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower, including, without limitation, all Note and other evidences of indebtedness, other than instruments that constitute, or are a part of a group or writings that constitute, Chattel Paper;
(h) All inventory (the "Inventory"), as that term is defined in of the UCC, wherever located, now or hereafter owned or acquired by the Borrower and, in any event, shall include all inventory, merchandise, goods and other personal property which are held by or on behalf of the Borrower for sale or lease or are furnished or are to be furnished under a contract of service or which constitute raw materials, work in process or materials used or consumed or to be used or consumed in the Borrower's business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not such inventory is listed on any schedules, assignments or reports furnished to the Bank from time to time and whether or not the same is in transit or in the constructive, actual or exclusive occupancy or possession of the Borrower or is held by the Borrower or by others for the Borrower's account, including, without limitation, all goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all inventory which may be located on premises of the Borrower or of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other persons; and
(i) All proceeds (the "Proceeds"), as that term is defined in the UCC, and in any event including, without limitation, (i) any and all Accounts, Chattel Paper, Instruments, cash and other proceeds payable to the Borrower from time to time in respect of any of the foregoing collateral security, (ii) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Borrower from time to time with respect to any of the collateral security, (iii) any and all payments (in any form whatsoever) made or due and payable to the Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the collateral security by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority) and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the collateral security.
Appears in 1 contract
Samples: Commercial Revolving Loan and Security Agreement (First Aviation Services Inc)
Grant of Collateral. To secure On the prompt date hereof, as security for the payment of all Loans now or hereafter made by Lender under the Loan Agreement or under any Note, and performance as security for the payment or other satisfaction of the Obligationsall other Liabilities (including, the Borrower pledgeswithout limitation, assignsall reimbursement obligations under any Letters of Credit), transfers each of Holdings and Bickford's hereby grants to the Bank Lender a continuing first priority security interest in and to the following xxxxxxxxx property of the Borrower each of them, whether now owned or existing, or hereafter acquired or coming into existence, wherever now or hereafter located (collectively, all such property is hereinafter referred to collectively as the "CollateralCOLLATERAL"):
(a) Accounts Receivable;
(b) Equipment and Fixtures;
(c) Inventory;
(d) General Intangibles;
(e) Contract Rights and documents of title;
(f) All accounts chattel paper and instruments evidencing, arising out of or relating to any obligation to it for goods sold or leased or services rendered, or otherwise arising out of or relating to any property described in clauses (the "Accounts"a) through (e) above;
(g) Any and all balances, credits, deposits (general or special, time or demand, provisional or final), as that term is defined accounts or monies of or in its name now or hereafter with Lender and any and all property of every kind or description of or in its name now or hereafter, for any reason or purpose whatsoever, in the Uniform Commercial Code as possession or control of, or in effect from time transit to, or standing to time its credit on the books of, Lender, any agent or bailee for Lender, or any Participant;
(h) All of its interest in any goods, the States sale or lease of Tennessee which shall have given or shall give rise to, and Delaware in all guaranties and other property securing the payment of or performance under, any Accounts Receivable, Contract Rights, General Intangibles or any chattel paper or instruments referred to in clause (the "UCC"f) above;
(i) Any and all other property, of any kind or description (including but not limited to its real estate), including, without limitation, any property subject to a separate mortgage, pledge or security interest in favor of Lender or in which Lender now or hereafter has or acquires a security interest securing any Liabilities pursuant to an agreement or instrument other than the Loan Agreement;
(j) All Intellectual Property Collateral;
(k) All Investment Property;
(l) All of its right, title and interest in and to all accounts receivablereplacements, book debts substitutions, additions or accessions to or for any of the foregoing;
(m) All of its right, title and interest in and to all books, correspondence, credit files, records, invoices and other forms of obligations, other than forms of obligations evidenced by Chattel Paper or Instruments, as those terms are defined below, now owned or hereafter received or acquired by or belonging or owing to the Borrowerpapers and documents, including, without limitationlimitation all tapes, under cards, computer runs, computer programs and other papers and documents in its possession or control or of any trade name, style or division thereof, whether arising out provider of goods sold or computer services rendered by the Borrower or from any other transaction, whether or not the same involves the sale of goods or services by the Borrower, including, without limitation, any such obligation which may be characterized as an account or contract right under the UCCtime to time acting for it, and all of the Borrower's rights in, to and under all purchase orders policies of insurance, including claims of rights to payments thereunder and proceeds therefrom, including any credit insurance; and
(n) All products and proceeds (including but not limited to any Accounts Receivable or receipts now owned other proceeds arising from the sale or hereafter acquired other disposition of any Collateral, any returns of any Equipment or Inventory sold by it for goods or servicesBorrower, and all the proceeds of the Borrower's rights to any goods represented by insurance covering any of the foregoing, including, without limitation, unpaid seller's rights of rescission, replevin, reclamation or repossessed goods, and all monies due or to become due to the Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by the Borrower, whether or not yet earned by performance on the part of the Borrower or in connection with any other transaction, now in existence or hereafter occurring, including, without limitation, the right to receive the proceeds of such purchase orders and contracts, and all collateral security and guaranties of any kind given by any person with respect to any of the foregoing;
(bCollateral) All chattel paper (the "Chattel Paper"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower;
(c) All contracts, undertakings, franchise agreements or other agreements (collectively, the "Contracts"), other than rights evidenced by Chattel Paper, Documents or Instruments, as those terms are defined below, in or under which the Borrower may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof;
(d) All documents (the "Documents"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower;
(e) All equipment (the "Equipment"), as that term is defined in the UCC, now or hereafter owned or acquired by the Borrower and, in any event, shall include, without limitation, all machinery, tools, dyes, equipment, furnishings, vehicles and computers and other electronic data processing and other office equipment, any and all additions, substitutions and replacements of any of the foregoing. Notwithstanding the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto;
(f) All general intangibles (Lender agrees that the term "General Intangibles"), as that term is defined in the UCC, now owned or hereafter acquired COLLATERAL" shall not include any property released by the Borrower and, in any event, shall include, without limitation, all right, title and interest which the Borrower may now or hereafter have in or under any Contract, all customer lists, trademarks, rights in intellectual property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions, whether or not patented or patentable, technical information, procedures, designs, knowledge, know-how, software, data bass, data, skill, expertise, recipes, experience, processes, models, drawings, blueprints, catalogs, materials and records, goodwill including, without limitation, the goodwill associated with any trademark, trademark registration or trademark licensed under any trademark license, claims in or under insurance policies, including unearned premiums, uncertificated securities, deposit accounts, rights Lender pursuant to receive tax refunds and other payments and rights of indemnification;
(g) All instruments (the "Instruments"), as that term is defined in the UCC, now owned or hereafter acquired by the Borrower, including, without limitation, all Note and other evidences of indebtedness, other than instruments that constitute, or are a part of a group or writings that constitute, Chattel Paper;
(h) All inventory (the "Inventory"), as that term is defined in SECTION 3.6 of the UCC, wherever located, now or hereafter owned or acquired Loan Agreement so long as Lender is prohibited from having a Lien on such property pursuant to the terms of any document relating to Indebtedness that is secured by the Borrower and, in any event, shall include all inventory, merchandise, goods and other personal a Lien on such property which are held is permitted by or on behalf SECTION 5.16 of the Borrower for sale or lease or are furnished or are to be furnished under a contract of service or which constitute raw materials, work in process or materials used or consumed or to be used or consumed in the Borrower's business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not such inventory is listed on any schedules, assignments or reports furnished to the Bank from time to time and whether or not the same is in transit or in the constructive, actual or exclusive occupancy or possession of the Borrower or is held by the Borrower or by others for the Borrower's account, including, without limitation, all goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all inventory which may be located on premises of the Borrower or of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other persons; and
(i) All proceeds (the "Proceeds"), as that term is defined in the UCC, and in any event including, without limitation, (i) any and all Accounts, Chattel Paper, Instruments, cash and other proceeds payable to the Borrower from time to time in respect of any of the foregoing collateral security, (ii) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Borrower from time to time with respect to any of the collateral security, (iii) any and all payments (in any form whatsoever) made or due and payable to the Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the collateral security by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority) and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the collateral securityLoan Agreement.
Appears in 1 contract
