Common use of Other Property Clause in Contracts

Other Property. All property or interests in property now owned or hereafter acquired by the Grantor whether in the possession, custody or control of the Administrative Agent, any Lender, any Issuing Bank or any other Holder, or any agent or affiliate of any of them in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), including, without limitation, (i) notes, drafts, letters of credit, stocks, bonds, and debt and equity securities, whether or not certificated, and warrants, options, puts and calls and other rights to acquire or otherwise relating to the same (in each case only to the extent not otherwise constituting Investment Property); (ii) money; (iii) proceeds of loans, including without limitation, all the Loans made to the Grantor under the Credit Agreement; and (iv) insurance proceeds and books and records relating to any of the property covered by this Agreement (collectively, "Other Property"); together with in respect to each of the items set forth in paragraphs (a) through (g) above, all accessions and additions thereto, substitutions therefor, and replacements, proceeds and products thereof. Notwithstanding anything to the contrary in this Security Agreement, nothing herein or otherwise shall be deemed or construed, directly or indirectly, as a grant by the Grantor to the Administrative Agent, the Lenders, the Issuing Banks or the other Holders of a Lien of any kind whatsoever on any "Collateral" (as defined in the (i) Security Agreement dated as of the date hereof between the Grantor and BI-Equipment Lessors LLC, (ii) the Security Agreement dated as of the date hereof between the Grantor and Copelco Capital, Inc. and (iii) the Security Agreement dated as of the date hereof between the Grantor and Xxxx Xxxxxxx Leasing Corporation) subject to a Lien granted to any of the Equipment Lessors (as defined in the Plan of Reorganization) pursuant to any of the Security Agreements referred to immediately above as in effect on the date hereof. This Security Agreement shall not create or be filed as a lien against the land, building and/or improvements to the real property in which the goods, machinery, equipment, appliances or other personal property covered hereby are to be located or installed.

Other Property. All other property and rights of Mortgagor of every kind and character, in each case only if and to the extent such other property and rights relate to and are sued or interests to be used in property now owned connection with the Mortgaged Property or hereafter acquired by the Grantor whether in the possessionHotel/Retail Property, custody or control of the Administrative Agent, any Lender, any Issuing Bank or any other Holder, or any agent or affiliate and all proceeds and products of any of them in the foregoing. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, and its successors and assigns, forever, under and subject to the terms and conditions of the Indenture and this Mortgage and for the security and enforcement of the prompt and complete payment, performance and observance when due of all of the Secured Obligations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, the maximum amount of indebtedness secured by this Mortgage at execution or which under any way contingency may become secured hereby at any time hereafter is _______ Million and No/100 Dollars ($_____________), plus interest on the principal outstanding under the Notes from time to time, plus fees payable from time to time to Mortgagee pursuant to the terms of the Indenture, plus all amounts expended by Mortgagee at any time to maintain the lien of this Mortgage or for any purpose (whether for safekeepingto protect the property secured by this Mortgage, deposit, custody, pledge, transmission, collection or otherwise), including, without limitation, (i) notes, drafts, letters of credit, stocks, bonds, and debt and equity securities, whether or not certificated, and warrants, options, puts and calls and other rights to acquire or otherwise relating to the same (in each case only to the extent not otherwise constituting Investment Property); (ii) money; (iii) proceeds of loans, including without limitation, all the Loans made to the Grantor under the Credit Agreement; and (iv) insurance proceeds and books and records relating to any of the property covered by this Agreement (collectively, "Other Property"); together with amounts in respect to each of the items set forth in paragraphs (a) through (g) aboveinsurance premiums, all accessions and additions theretoreal estate taxes, substitutions therefor, and replacements, proceeds and products thereof. Notwithstanding anything to the contrary in this Security Agreement, nothing herein or otherwise shall be deemed or construed, directly or indirectly, as a grant by the Grantor to the Administrative Agent, the Lenders, the Issuing Banks or the other Holders of a Lien of any kind whatsoever on any "Collateral" Retail Unit Charges (as defined in the (i) Security Agreement dated Declaration), litigation expenses to prosecute or defend the rights, remedies and lien of this Mortgage or title to the property secured hereby, and any costs, charges or amounts to which Mortgagee becomes subrogated upon payment, whether under recognized principles of law or equity or under express statutory authority, together with interest on all the foregoing amounts as of the date hereof between the Grantor and BI-Equipment Lessors LLC, (ii) the Security Agreement dated as of the date hereof between the Grantor and Copelco Capital, Inc. and (iii) the Security Agreement dated as of the date hereof between the Grantor and Xxxx Xxxxxxx Leasing Corporation) subject to a Lien granted to any of the Equipment Lessors (as defined provided for in the Plan Indenture or this Mortgage. PROVIDED ALWAYS that this Mortgage is upon the express condition that the Mortgaged Property shall be released from the lien of Reorganization) pursuant to any this Mortgage in the manner and at the time provided in SECTION 7.1 of the Security Agreements referred to immediately above as in effect on the date hereofthis Mortgage. This Security Agreement shall not create or be filed as a lien against the land, building and/or improvements to the real property in which the goods, machinery, equipment, appliances or other personal property covered hereby are to be located or installed.MORTGAGOR FURTHER COVENANTS AND AGREES WITH MORTGAGEE AS FOLLOWS:

Other Property. All In connection with each Purchase hereunder the Seller also sells, transfers and assigns to Company, all of its right, title and interest in, to and under the following related property: (i) all right, title and interest of the Seller in, to and under the 1994 Interest Rate Hedge, any replacement agreement therefor, and any other contract, instrument, or agreement in which the Seller has any interest or rights, pursuant to which the Seller (or its assignor or predecessor in interest) has hedged against movements in interest rates in connection with its ownership and financing of the Contracts and other Transferred Assets, including, without limitation, all monies to become due to the Seller (or its assignor or predecessor in interest) thereunder or in connection therewith; (ii) all proceeds of the foregoing property described in clause (i) above, including without limitation, interest dividends, cash, instruments and other property from time to time received, receivable, or interests otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Contracts or other Transferred Assets relating thereto and including all payments on Insurance Policies (whether or not any of the Seller, FCI, FMB, Triple-A, the Surety, the Collateral Agent or the L/C Bank is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing property, and any security granted or purported to be granted in respect of any said property; and (iii) all other monies or property now owned of the Seller specifically relating to the Transferred Assets, or hereafter acquired by the Grantor whether property described in clauses (i) and (ii) above, coming into the possession, custody actual possession or control of the Company, the Collateral Agent, the Administrative Agent, any Lenderthe Surety , any Issuing Triple-A or the L/C Bank or any other Holder, or any agent or affiliate of any of them in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmissioncustody pledge transaction, collection or otherwise), including, without limitation, (i) notes, drafts, letters of credit, stocks, bonds, and debt and equity securities, whether or not certificated, and warrants, options, puts and calls and other rights to acquire or otherwise relating to the same (in each case only to the extent not otherwise constituting Investment Property); (ii) money; (iii) proceeds of loans, including without limitation, all the Loans made to the Grantor under the Credit Agreement; and (iv) insurance proceeds and books and records relating to any of the property covered by this Agreement (collectively, "Other Property"); together with in respect to each of the items set forth in paragraphs (a) through (g) above, all accessions and additions thereto, substitutions therefor, and replacements, proceeds and products thereof. Notwithstanding anything to the contrary in this Security Agreement, nothing herein or otherwise shall be deemed or construed, directly or indirectly, as a grant by the Grantor to the Administrative Agent, the Lenders, the Issuing Banks or the other Holders of a Lien of any kind whatsoever on any "Collateral" (as defined in the (i) Security Agreement dated as of the date hereof between the Grantor and BI-Equipment Lessors LLC, (ii) the Security Agreement dated as of the date hereof between the Grantor and Copelco Capital, Inc. and (iii) the Security Agreement dated as of the date hereof between the Grantor and Xxxx Xxxxxxx Leasing Corporation) subject to a Lien granted to any of the Equipment Lessors (as defined in the Plan of Reorganization) pursuant to any of the Security Agreements referred to immediately above as in effect on the date hereof. This Security Agreement shall not create or be filed as a lien against the land, building and/or improvements to the real property in which the goods, machinery, equipment, appliances or other personal property covered hereby are to be located or installed.

Other Property. All other property, real, personal and mixed, whether or not hereinabove specifically described, which the Company now owns or may hereafter acquire. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any way appertaining to such property, rights and franchises or any part thereof, with the reversion and reversions, remainder and remainders, and, to the extent permitted by law, all tolls, rents, revenues, issues, income, product and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to such property, rights and franchises and every part and parcel thereof. SAVING AND EXCEPTING, HOWEVER, from the property or interests in hereby mortgaged and pledged, all of the following property (whether now owned or hereafter acquired by the Grantor whether Company): All bills, notes and accounts receivable, cash on hand and in banks, contracts (other than contracts for the purchase of water), choses in action and leases to others (as distinct from the property so leased and without limiting any rights of the Trustee with respect thereto under any of the provisions of this Indenture), all bonds, obligations, evidences of indebtedness, shares of stock and other securities except such as are or may be specifically subjected or required to be subjected to the lien hereof, and certificates or evidences of interest therein, all office furniture and equipment, motor vehicles and tools, and all equipment, materials, goods, merchandise and supplies acquired for the purpose of sale in the possession, custody ordinary course of business or control for consumption in the operation of any properties of the Administrative AgentCompany - other than any of the foregoing which at any time may be specifically transferred or assigned to or pledged or deposited with the Trustee hereunder or required by the provisions of this Indenture so to be; PROVIDED, any LenderHOWEVER, any Issuing Bank that if, upon the happening of an Event of Default (as such term is defined in Section 8.01), the Trustee or any other Holderreceiver appointed hereunder shall enter upon and take possession of the mortgaged property, the Trustee or such receiver may, to the extent permitted by law, at the same time also take possession of any and all of the property described in this paragraph then on hand which is used or useful in connection with the utility business of the Company, and use and administer the same, to the extent permitted by law, to the same extent as if such property were part of the mortgaged property, unless and until such Event of Default shall be remedied or waived and possession of the mortgaged property restored to the Company, its successors or assigns. SUBJECT, HOWEVER, to the exceptions, reservations and matters recited hereinabove and in Exhibit B; to existing leases and tenure of any present occupants; and to Permitted Encumbrances. TO HAVE AND TO HOLD all such premises, property, assets, rights and franchises granted, bargained, sold, released, conveyed, transferred, assigned, mortgaged, pledged, set over or confirmed by the Company as provided above or intended so to be (such premises, property, assets, rights and franchises being herein sometimes called the "TRUST ESTATE," the "MORTGAGED PROPERTY" or the "MORTGAGED PREMISES"), unto the Trustee and its successors in the trust, and to them and their assigns forever; IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and proportionate benefit and security of those who shall own the bonds issued and to be issued hereunder, or any agent of them, without preference, priority or affiliate distinction of any of them such bonds over any others thereof by reason of priority in any way the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any purpose (whether for safekeepingother reason whatsoever, depositso that all bonds at any time issued and outstanding under this Indenture shall have the same right, custody, pledge, transmission, collection or otherwise), including, without limitation, (i) notes, drafts, letters of credit, stocks, bondslien and preference under and by virtue hereof, and debt shall all be equally secured hereby, with like effect as if they had all be executed, authenticated and equity securities, whether or not certificated, and warrants, options, puts and calls and other rights to acquire or otherwise relating to the same (in each case only to the extent not otherwise constituting Investment Property); (ii) money; (iii) proceeds of loans, including without limitation, all the Loans made to the Grantor under the Credit Agreement; and (iv) insurance proceeds and books and records relating to any of the property covered by this Agreement (collectively, "Other Property"); together with in respect to each of the items set forth in paragraphs (a) through (g) above, all accessions and additions thereto, substitutions therefor, and replacements, proceeds and products thereof. Notwithstanding anything to the contrary in this Security Agreement, nothing herein or otherwise shall be deemed or construed, directly or indirectly, as a grant by the Grantor to the Administrative Agent, the Lenders, the Issuing Banks or the other Holders of a Lien of any kind whatsoever on any "Collateral" (as defined in the (i) Security Agreement dated as of the date hereof between the Grantor and BI-Equipment Lessors LLC, (ii) the Security Agreement dated as of the date hereof between the Grantor and Copelco Capital, Inc. and (iii) the Security Agreement dated as of the date hereof between the Grantor and Xxxx Xxxxxxx Leasing Corporation) subject to a Lien granted to any of the Equipment Lessors (as defined in the Plan of Reorganization) pursuant to any of the Security Agreements referred to immediately above as in effect delivered simultaneously on the date hereof. This Security Agreement shall not create or be filed as a lien against ; PROVIDED that the landbonds of different series may contain different terms and conditions than the bonds of other series in the respects set forth in Section 1.03 of this Indenture; and PROVIDED, building and/or improvements FURTHER, that the Company may in any indenture supplemental to this Indenture add to the real property conditions, limitations, restrictions, covenants and agreements of this Indenture, in which the goodsmanner set forth in clauses (a) and (b) of Section 13.01 hereof, machineryfor the sole benefit of any one or more series of bonds. IT IS HEREBY COVENANTED, equipmentDECLARED AND AGREED, appliances or other personal property covered hereby by and between the parties hereto, that all such bonds are to be located issued, authenticated and delivered, and that all property subject or installed.to become subject hereto is to be held and applied, subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Company, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in the trust, for the benefit of those who shall own such bonds, or any of them, as follows:

Other Property. All other property or interests in property now owned or hereafter acquired by the Grantor whether in the possession, custody or control and rights of the Administrative AgentMortgagor -------------- of every kind and character relating to the Property, any Lender, any Issuing Bank or any other Holder, or any agent or affiliate and all proceeds and products of any of them the foregoing (provided, however, that in any way no event shall the Collateral include or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), including, without limitation, (i) notes, drafts, letters of credit, stocks, bondsbe deemed to include, and debt and equity securitiesin no event shall the Mortgagee have or be deemed to have a security interest in, whether or not certificated, and warrants, options, puts and calls and other rights to acquire or otherwise relating to any of the same (in each case only following property of the Mortgagor to the extent not otherwise constituting Investment Propertyit secures, or purports to secure, the Revolving Credit Agreement as of the date hereof: inventory (including raw materials, work-in-process, supplies and finished goods); , accounts receivable (ii) money; (iii) proceeds of loans, including without limitationsellers' rights relating thereto, all the Loans made to the Grantor under the Credit Agreement; contracts and (iv) insurance proceeds contract rights relating thereto and all books and records relating thereto), all collection accounts, deposit accounts and other bank accounts relating to collection of the foregoing, together with the proceeds and products of all of the foregoing. AND, without limiting any of the property covered by other provisions of this Agreement (collectivelyMortgage, "Other Property"); together with the Mortgagor expressly grants to the Mortgagee, as secured party, a security interest in respect to each all of those portions of the items set forth in paragraphs (a) through (g) above, all accessions and additions thereto, substitutions therefor, and replacements, proceeds and products thereof. Notwithstanding anything Collateral which are or may be subject to the contrary in this Security AgreementState Uniform Commercial Code provisions applicable to secured transactions; TO HAVE AND TO HOLD the Collateral unto the Mortgagee, nothing herein or otherwise shall be deemed or construedits successors and assigns, directly or indirectlyforever. FURTHER to secure the full, as a grant by timely and proper payment and performance of the Grantor Secured Obligations, the Mortgagor hereby covenants and agrees with and warrants to the Administrative Agent, the Lenders, the Issuing Banks or the other Holders of a Lien of any kind whatsoever on any "Collateral" (Mortgagee as defined in the (i) Security Agreement dated as of the date hereof between the Grantor and BI-Equipment Lessors LLC, (ii) the Security Agreement dated as of the date hereof between the Grantor and Copelco Capital, Inc. and (iii) the Security Agreement dated as of the date hereof between the Grantor and Xxxx Xxxxxxx Leasing Corporation) subject to a Lien granted to any of the Equipment Lessors (as defined in the Plan of Reorganization) pursuant to any of the Security Agreements referred to immediately above as in effect on the date hereof. This Security Agreement shall not create or be filed as a lien against the land, building and/or improvements to the real property in which the goods, machinery, equipment, appliances or other personal property covered hereby are to be located or installed.follows: