Bank of America (logo)
SECURITY AGREEMENT
(Multiple Use)
1. THE SECURITY. The undersigned Scientific
Industries, Inc. (the "Xxxxxxx") hereby assigns and grants to
Bank of America, N.A., its successors and assigns ("BANA"), and
to Bank of America Corporation and its subsidiaries and affiliates
(BANA and all such secured parties, collectively, the "Bank") a
security interest in the following described property now owned
or hereafter acquired by the Xxxxxxx (the "Collateral"):
(a) All accounts, and all chattel paper, instruments,
deposit accounts, letter of credit rights, and general intangibles
related thereto; and all returned or repossessed goods which, on sale
or lease, resulted in an account.
(b) All inventory.
(c) All equipment and fixtures now owned or hereafter
acquired by the Xxxxxxx, (including, but not limited to, the equipment
described in the attached Equipment Description, if any).
(d) All negotiable and nonnegotiable documents of title
covering any Collateral.
(e) All accessions, attachments and other additions to
the Collateral, and all tools, parts and equipment used in connection
with the Collateral.
(f) All substitutes or replacements for any Collateral,
all cash or non-cash proceeds (including insurance proceeds), products,
rents and profits of the Collateral, and all income, benefits and property
receivable on account of the Collateral, and all supporting
obligations covering any Collateral.
(g) All books, data and records pertaining to any
Collateral, whether in the form of a writing, photograph, microfilm or
electronic media, including but not limited to any computer-
readable memory and any computer software necessary to process such
memory ("Books and Records").
2. THE INDEBTEDNESS. The obligations secured by
this Agreement are the payment and performance of (a) all present and
future Indebtedness of the Xxxxxxx to the Bank; (b) all obligations
of the Xxxxxxx and rights of the Bank under this Agreement; and (c) all
present and future obligations of the Xxxxxxx to the Bank of other kinds.
Each party obligated under any Indebtedness is referred to in this
Agreement as a "Debtor." "Indebtedness" is used in its most c
omprehensive sense and includes any and all advances, debts, obligations
and liabilities of the Debtor, now or hereafter existing, absolute or
contingent, liquidated or unliquidated, determined or undetermined,
voluntary or involuntary, including under any swap, derivative, foreign
exchange, hedge, or other arrangement ("Swap"), deposit, treasury
management or other similar transaction or arrangement, and whether the
Debtor may be liable individually or jointly with others, or whether
recovery upon such Indebtedness may be or hereafter becomes unenforceable.
"Indebtedness" secured by the Collateral of such Xxxxxxx shall not include
obligations arising under any Swap to which it is not party if, and to
the extent that, all or a portion of the guaranty by such Xxxxxxx to the
Bank of, or the grant by such Xxxxxxx of a security interest to the Bank to
secure, such Swap, would violate the Commodity Exchange Act
(7 U.S.C., Sec. 1. et. seq.) by virtue of such Pledgor's failure
to constitute an "eligible contract participant" as defined in the
Commodity Exchange Act at the time such guaranty or grant of such
security interest becomes effective with respect to such Swap.
Except as otherwise agreed in writing by the Bank and the Pledgor, if
the Indebtedness includes, now or hereafter, any Special Flood Zone
Loan, then the following shall apply: The Special Flood Zone Loan
shall not be secured under this Agreement by any Collateral which
would constitute "contents" located within the Flood Zone Improvements.
3. PLEDGOR'S COVENANTS. The Pledgor represents,
covenants and warrants that unless compliance is waived by the Bank in
writing:
(a) The Pledgor agrees: (i) to indemnify the Bank
against all losses, claims, demands, liabilities and expenses of every
kind caused by any Collateral; (ii) to permit the Bank to exercise its
rights under this Agreement; (iii) to execute and deliver such documents
as the Bank deems necessary to create, perfect and continue the security
interests contemplated by this Agreement; (iv) not to change its name
(including, for an individual, the Pledgor's name on any driver's
license or special identification card issued by any state), and as
applicable, its chief executive office, its principal residence or
the jurisdiction in which it is organized and/or registered or its
business structure without giving the Bank at least 30 days prior
written notice; (v) not to change the places where the Pledgor keeps
any Collateral or the Pledgor's Books and Records concerning the
Collateral without giving the Bank prior written notice of the address
to which the Pledgor is moving same; and (vi) to cooperate with the
Bank in perfecting all security interests granted by this Agreement
and in obtaining such agreements from third parties as the Bank
deems necessary, proper or convenient in connection with the
preservation, perfection or enforcement of any of its rights under
this Agreement.
(b) The Pledgor agrees with regard to the Collateral,
unless the Bank agrees otherwise in writing: (i) that the Bank is
authorized to file financing statements in the name of the Pledgor
to perfect the Bank's security interest in the Collateral; (ii)
that the Bank is authorized to notify any account debtors, any buyers
of the Collateral, or any other persons of the Bank's interest in
the Collateral, (iii) where applicable, to operate the Collateral
in accordance with all applicable statutes, rules and regulations
relating to the use and control of the Collateral, and not to use
any Collateral for any unlawful purpose or in any way that would
void any insurance required to be carried; (iv) not to remove the
Collateral from the Pledgor's premises except in the ordinary
course of the Pledgor's business; (v) to pay when due all license
fees, registration fees and other charges in connection with any
Collateral; (vi) not to permit any lien on the Collateral,
including without limitation, liens arising from repairs to or
storage of the Collateral, except in favor of the Bank; (vii) not
to sell, hypothecate or dispose of, nor permit the transfer by
operation of law of, any Collateral or any interest in the
Collateral, except sales of inventory to buyers in the ordinary
course of the Pledgor's business; (viii) to permit the Bank to
inspect the Collateral at any time; (ix) to keep, in accordance
with generally accepted accounting principles, complete and
accurate Books and Records regarding all the Collateral, and to
permit the Bank to inspect the same and make copies at any
reasonable time; (x) if requested by the Bank, to receive and use
reasonable diligence to collect the Collateral consisting of
accounts and other rights to payment and proceeds, in trust
and as the property of the Bank, and to immediately endorse as
appropriate and deliver such Collateral to the Bank daily in
the exact form in which they are received together with a
collection report in form satisfactory to the Bank; (xi) not
to commingle the Collateral, or collections with respect to
the Collateral, with other property; (xii) to give only
normal allowances and credits and to advise the Bank thereof
immediately in writing if they affect any rights to payment
or proceeds in any material respect; (xiii) from time to time,
when requested by the Bank, to prepare and deliver a schedule
of all the Collateral subject to this Agreement and to assign
in writing and deliver to the Bank all accounts, contracts,
leases and other chattel paper, instruments, and documents;
(xiv) in the event the Bank elects to receive
payments or rights to payment or proceeds hereunder, to pay
all expenses incurred by the Bank, including expenses of
accounting, correspondence, collection efforts, reporting
to account or contract debtors, filing, recording, record
keeping and other expenses; and (xv) to provide any service
and do any other acts which may be necessary to maintain,
preserve and protect all the Collateral and, as appropriate
and applicable, to keep all the Collateral in good and saleable
condition, to deal with the Collateral in accordance with the
standards and practices adhered to generally by users and
manufacturers of like property, and to keep all the Collateral
free and clear of all defenses, rights of offset and counterclaims.
(c) If any Collateral is or becomes the subject
of any registration certificate, certificate of deposit or
negotiable document of title, including any warehouse receipt or
xxxx of lading, the Pledgor shall immediately deliver such
document to the Bank, together with any necessary endorsements.
(d) The Pledgor will maintain and keep in force
all risk insurance covering the Collateral against fire, theft,
liability and extended coverages (including without limitation
flood, windstorm coverage and hurricane coverage as applicable),
to the extent that any Collateral is of a type which can be so
insured. Such insurance shall be in form, amounts, coverages
and basis reasonably acceptable to the Bank, shall require
losses to be paid on a replacement cost basis, shall be issued
by insurance companies acceptable to the Bank and include a
lender loss payable endorsement and additional insured
endorsement in favor of the Bank in a form acceptable to
the Bank. Upon the request of the Bank, the Pledgor will
deliver to the Bank a copy of each insurance policy, or, if
permitted by the Bank, a certificate of insurance listing all
insurance in force.
(e) The Pledgor will not attach any Collateral
to any real property or fixture in a manner which might cause
such Collateral to become a part thereof unless the Pledgor
first obtains the written consent of any owner, holder of any
lien on the real property or fixture, or other person having
an interest in such property to the removal by the Bank of the
Collateral from such real property or fixture. Such written
consent shall be in form and substance acceptable to the
Bank and shall provide that the Bank has no liability to such
owner, holder of any lien, or any other person.
4. BANK RIGHTS. The Pledgor appoints the Bank its
attorney in fact to perform any of the following rights,
which are coupled with an interest, are irrevocable until
termination of this Agreement and may be exercised from time
to time by the Bank's officers and employees, or any of them,
whether or not the Xxxxxxx is in default: (a) to perform any
obligation of the Xxxxxxx hereunder in the Xxxxxxx'x name
or otherwise; (b) to release persons liable on the Collateral
and to give receipts and acquittances and compromise disputes;
(c) to release or substitute security; (d) to prepare,
execute, file, record or deliver notes, assignments, schedules,
designation statements, financing statements, continuation
statements, termination statements, statements of assignment,
applications for registration or like documents to perfect,
preserve or release the Bank's interest in the Collateral;
(e) to take cash, instruments for the payment of money and
other property to which the Bank is entitled; (f) to verify
facts concerning the Collateral by inquiry of obligors
thereon, or otherwise, in its own name or a fictitious
name; (g) to endorse, collect, deliver and receive payment
under instruments for the payment of money constituting or
relating to the Collateral; (h) to prepare, adjust, execute,
deliver and receive payment under insurance claims, and
to collect and receive payment of and endorse any instrument
in payment of loss or returned premiums or any other insurance
refund or return, and to apply such amounts received by the
Bank, at the Bank's sole option, toward repayment of the
Indebtedness or, where appropriate, replacement of the
Collateral; (i) to enter onto the Xxxxxxx'x premises in
inspecting the Collateral; U) to make withdrawals from
and to close deposit accounts or other accounts with any
financial institution, wherever located, into which proceeds
may have been deposited, and to apply funds so withdrawn
to payment of the Indebtedness; (k) to preserve or release
the interest evidenced by chattel paper to which the Bank
is entitled and to endorse and deliver any evidence of title;
and (I) to do all acts and things and execute all documents
in the name
of the Pledgor or otherwise, deemed by the Bank as necessary,
proper and convenient in connection with the preservation,
perfection or enforcement of its rights.
5. DEFAULTS. Any one or more of the following
shall be a default hereunder:
(a) The occurrence of any defined or described event
of default under, or any default in the performance of or
compliance with any obligation, agreement, representation,
warranty, or other provision contained in (i) this Agreement,
or (ii) any other contract or instrument evidencing the
Indebtedness.
(b) Any involuntary lien of any kind or character
attaches to any Collateral, except for liens for taxes not
yet due.
6. BANK'S REMEDIES AFTER DEFAULT. In the event
of any default, the Bank may do any one or more of the
following, to the extent permitted by law:
(a) Declare any Indebtedness immediately due and payable,
without notice or demand
(b) Enforce the security interest given hereunder pursuant
to the Uniform Commercial Code and any other applicable law.
(c) Enforce the security interest of the Bank in any deposit
account of the Pledgor maintained with the Bank by applying
such account to the Indebtedness.
(d) Require the Pledgor to obtain the Bank's prior
written consent to any sale, lease, agreement to sell or lease,
or other disposition of any Collateral consisting of inventory.
(e) Require the Pledgor to segregate all collections and
proceeds of the Collateral so that they are capable of
identification and deliver daily such collections and proceeds
to the Bank in kind.
(f) Require the Pledgor to direct all account debtors to
forward all payments and proceeds of the Collateral to a post
office box under the Bank's exclusive control.
(g) Give notice to others of the Bank's rights in the
Collateral, to enforce or forebear from enforcing the same and
make extension and modification agreements.
(h) Require the Pledgor to assemble the Collateral,
including the Books and Records, and make them available to the
Bank at a place designated by the Bank.
(i) Enter upon the property where any Collateral, including
any Books and Records, are located and take possession of such
Collateral and such Books and Records, and use such property
(including any buildings and facilities) and any of the Pledgor's
equipment, if the Bank deems such use necessary or advisable
in order to take possession of, hold, preserve, process, assemble,
prepare for sale or lease, market for sale or lease, sell or lease,
or otherwise dispose of, any Collateral.
(j) Demand and collect any payments on and proceeds of
the Collateral. In connection therewith the Pledgor
irrevocably authorizes the Bank to endorse or sign the Pledgor's
name on all checks, drafts, collections, receipts and other
documents, and to take possession of and open the mail addressed
to the Pledgor and remove therefrom any payments and proceeds
of the Collateral.
(k) Grant extensions and compromise or settle claims
with respect to the Collateral for less than face value, all
without prior notice to the Pledgor.
(l) Use or transfer any of the Xxxxxxx'x rights and
interests in any Intellectual Property now owned or hereafter
acquired by the Xxxxxxx, if the Bank deems such use or transfer
necessary or advisable in order to take possession of, hold,
preserve, process, assemble, prepare for sale or lease,
market for sale or lease, sell or lease, or otherwise dispose
of, any Collateral. The Xxxxxxx agrees that any such use or
transfer shall be without any additional consideration to the
Xxxxxxx. As used in this paragraph, "Intellectual Property"
includes, but is not limited to, all trade secrets,
computer software, service marks, trademarks, trade names,
trade styles, copyrights, patents, applications for any of the
foregoing, customer lists, working drawings, instructional
manuals, and rights in processes for technical manufacturing,
packaging and labeling, in which the Xxxxxxx has any right or
interest, whether by ownership, license, contract or otherwise.
(m) Have a receiver appointed by any court of competent
jurisdiction to take possession of the Collateral. The
Xxxxxxx hereby consents to the appointment of such a receiver
and agrees not to oppose any such appointment.
(n) Take such measures as the Bank may deem necessary
or advisable to take possession of, hold, preserve,
process, assemble, insure, prepare for sale or lease,
market for sale or lease, sell or lease, or otherwise
dispose of, any Collateral, and the Xxxxxxx hereby
irrevocably constitutes and appoints the Bank as the
Xxxxxxx'x attorney-in-fact to perform all acts
and execute all documents in connection therewith.
(o) Without notice or demand to the Xxxxxxx, set off
and apply against any and all of the Indebtedness any and
all deposits (general or special, time or demand, provisional
or final) and any other indebtedness, at any time held or
owing by the Bank or any of the Bank's agents or affiliates
to or for the credit of the account of the Xxxxxxx or any
guarantor or endorser of the Xxxxxxx'x Indebtedness.
(p) Exercise all rights, powers and remedies which the
Xxxxxxx would have, but for this Agreement, with respect
to all Collateral.
(q) Receive, open and read mail addressed to the
Pledgor.
(r) Resort to the Collateral under this Agreement,
and any other collateral related to the Indebtedness, in
any order.
(s) Exercise any other remedies available to the Bank at
law or in equity.
7. ENVIRONMENTAL MATTERS.
(a) The Pledgor represents and warrants: (i) it is not
in violation of any health, safety, or environmental law
or regulation regarding hazardous substances and (ii) it is
not the subject of any claim, proceeding, notice, or other
communication regarding hazardous substances. "Hazardous
substances" means any substance, material or waste that is or
becomes designated or regulated as "toxic," "hazardous,"
"pollutant," or "contaminant" or a similar designation
or regulation under any current or future federal, state
or local law (whether under common law, statute,
regulation or otherwise) or judicial or administrative
interpretation of such, including without limitation
petroleum or natural gas.
(b) The Xxxxxxx shall deliver to the Bank, promptly
upon receipt, copies of all notices, orders, or other
communications regarding (i) any enforcement action by any
governmental authority relating to health, safety, the
environment, or any hazardous substances
with regard to the Pledgor's property, activities, or
operations, or (ii) any claim against the Pledgor regarding
hazardous substances.
(c) The Bank and its agents and representatives will
have the right at any reasonable time, after giving reasonable
notice to the Pledgor, to enter and visit any locations
where the Collateral is located for the purposes of
observing the Collateral, taking and removing environmental
samples, and conducting tests. The Pledgor shall reimburse
the Bank on demand for the costs of any such environmental
investigation and testing. The Bank will make reasonable
efforts during any site visit, observation or testing
conducted pursuant to this paragraph to avoid interfering
with the Pledgor's use of the Collateral. The Bank is under
no duty to observe the Collateral or to conduct tests, and
any such acts by the Bank will be solely for the purposes of
protecting the Bank's security and preserving the Bank's
rights under this Agreement. No site visit, observation
or testing or any report or findings made as a result
thereof ("Environmental Report") will (i) result in a
waiver of any default of the Pledgor; (ii) impose any
liability on the Bank; or (iii) be a representation or
warranty of any kind regarding the Collateral (including
its condition or value or compliance with any laws) or
the Environmental Report (including its accuracy or
completeness). In the event the Bank has a duty or obligation
under applicable laws, regulations or other requirements
to disclose an Environmental Report to the Pledgor or any other
party, the Pledgor authorizes the Bank to make such a disclosure.
The Bank may also disclose an Environmental Report to any
regulatory authority, and to any other parties as necessary or
appropriate in the Bank's judgment. The Pledgor further
understands and agrees that any Environmental Report or
other information regarding a site visit, observation or
testing that is disclosed to the Pledgor by the Bank or its
agents and representatives is to be evaluated (including any
reporting or other disclosure obligations of the Pledgor) by
the Pledgor without advice or assistance from the Bank.
(d) The Pledgor will indemnify and hold harmless the Bank
from any loss or liability the Bank incurs in connection with
or as a result of this Agreement, which directly or indirectly
arises out of the use, generation, manufacture, production,
storage, release, threatened release, discharge, disposal
or presence of a hazardous substance. This indemnity will apply
whether the hazardous substance is on, under or about the
Pledgor's property or operations or property leased to the
Pledgor. The indemnity includes but is not limited to
attorneys' fees (including the reasonable estimate of the
allocated cost of in-house counsel and staff). The indemnity
extends to the Bank, its parent, subsidiaries and all of
their directors, officers, employees, agents, successors,
attorneys and assigns.
8. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (b) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER DOCUMENTS CONTEMPLATED HEREBY BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION AND (c) CERTIFIES THAT THIS WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE.
9. MISCELLANEOUS.
(a) Any waiver, express or implied, of any provision
hereunder and any delay or failure by the Bank to enforce
any provision shall not preclude the Bank from enforcing any
such provision thereafter.
(b) The Xxxxxxx shall, at the request of the Bank,
execute such other agreements, documents, instruments,
or financing statements in connection with this Agreement
as the Bank may reasonably deem necessary.
(c) All notes, security agreements, subordination agreements
and other documents executed by the Xxxxxxx or furnished to
the Bank in connection with this Agreement must be in
form and substance satisfactory to the Bank.
(d) Governing Law. Except to the extent that any law of
the United States may apply, this Agreement shall be governed
and interpreted according to the laws of New York (the
"Governing Law State"), without regard to any choice of
law, rules or principles to the contrary. Nothing in this
paragraph shall be construed to limit or otherwise affect
any rights or remedies of the Bank under federal law.
(e) All rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies otherwise
provided by law. Any single or partial exercise of any
right or remedy shall not preclude the further exercise
thereof or the exercise of any other right or
remedy.
(f) All terms not defined herein are used as set forth in
the Uniform Commercial Code.
(g) The Xxxxxxx shall pay to the Bank immediately upon
demand the full amount of all payments, advances, and
expenses, including reasonable attorneys' fees, expended
or incurred by the Bank in connection with (a) the perfection
and preservation of the Collateral or the Bank's interest
therein, and (b) the realization, enforcement and exercise
of any right, power, privilege or remedy conferred by this
Agreement, relating to the Xxxxxxx, or in any way affecting
any of the Collateral or the Bank's ability to exercise any of
its rights or remedies with respect to the Collateral.
(h) In the event the Bank seeks to take possession of
any or all of the Collateral by judicial process, the
Xxxxxxx irrevocably waives any bonds and any surety or
security relating thereto that may be required by
applicable law as an incident to such possession, and
waives any demand for possession prior to the commencement
of any such suit or action.
(i) This Agreement shall constitute a continuing agreement,
applying to all future as well as existing transactions.
(j) This Agreement shall be binding upon and inure to
the benefit of the heirs, executors, administrators,
legal representatives, successors and assigns of the parties,
and may be amended or modified only in writing signed by
the Bank and the Xxxxxxx.
(k) The secured parties covered by this Agreement
include BANA as well as Bank of America Corporation and
its subsidiaries and affiliates. Such secured parties are
collectively referred to as the "Bank." If, from time to
time, any of the Indebtedness covered by this Agreement
includes obligations to entities other than BANA, then
BANA shall act as collateral agent for itself and all such
other secured parties. BANA shall have the right to apply
proceeds of the Collateral against debts, obligations or
liabilities constituting all or part of the Indebtedness in
such order as BANA may determine in its sole discretion,
unless otherwise agreed by BANA and one or more of the
other secured parties.
(l) The Xxxxxxx agrees that the Collateral may be sold
as provided for in this Security Agreement and expressly
waives any rights of notice of sale, advertisement
procedures, or related provisions granted under applicable
law, including the New York Lien Law.
10. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH
PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT
SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER
WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO
THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER,
TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND
CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C)
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED
BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
The parties executed this Agreement as of June 25, 2014,
intending to create an instrument executed
under seal.
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx Xxxxxxx
________________________
Xxxxxxx Xxxxxxx, Vice President
Address for Notices:
Bank of America, N.A.
Doc Retention - GCF
CT2-515-BB-03
00 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Scientific Industries, Inc.
By:Xxxxxx Xxxxxx (Seal)
_________________
Xxxxxx Xxxxxx, Chief Executive Officer
Pledgor's Location (principal residence,
if the Pledgor is an individual;
chief executive office, if
the Pledgor is not an individual):
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Pledgor's state of incorporation
or organization (if the Pledgor is a corporation,
partnership, limited liability company or other
registered entity): Delaware
