Common use of Collateral General Terms Clause in Contracts

Collateral General Terms. 3.1 To secure the prompt payment to Bank of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to be kept, observed or performed by Borrower under this Agreement and/or the Other Agreements, Borrower grants to Bank a security interest in and to, and collaterally assigns to Bank, all of Borrower's property, wherever located, whether now or hereafter existing, owned, licensed, leased (to the extent of Borrower's leasehold interest therein), consigned (to the extent of Borrower's ownership therein), consigned (to the extent of Borrower's ownership therein), arising and/or acquired, including without limitation all of Borrower's: (a) Accounts, chattel paper, tax refunds, contract rights, leases, leasehold interests, letters of credit, instruments, documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and general intangibles; (b) all goods whose sale, lease or other disposition by Borrower have given rise to Accounts and have been returned to or repossessed or stopped in transit by Borrower; (c) certificated and uncertificated securities; (d) goods, including without limitation all its consumer goods, machinery, equipment, farm products, fixtures and inventory; (e) liens, guaranties and other rights and privileges pertaining to any of the Collateral; (f) monies, reserves, deposits, deposit accounts and interest or dividends thereon, cash or cash equivalents; (g) all property now or at any time or times hereafter in the possession or under the control of Bank or its bailee; (h) all accessions to the foregoing, all litigation proceeds pertaining to the foregoing and all substitutions, renewals, improvements and replacements of and additions to the foregoing; and (i) all books, records and computer records in any way relating to the Collateral herein described. 3.2 All of the aforesaid property and products and proceeds of the foregoing in Paragraph 3.1 above, including without limitation, proceeds of insurance policies insuring the foregoing are herein individually and collectively called the "Collateral", The terms used herein to identify the Collateral shall have the same meaning as are assigned to such terms as of the date hereof in the Illinois Uniform Commercial Code. 3.3 Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Bank's security interest in the Collateral. 3.4 Borrower shall execute and deliver to Bank, at the request of Bank, all agreements, instruments and documents ("Supplemental Documentation") that Bank reasonably may request, in form and substance acceptable to Bank, to perfect and maintain perfected Bank's security interest in the Collateral and to consummate the transactions contemplated in or by this Agreement and the Other Agreements. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction of this Agreement or of any financing statement, shall be sufficient to evidence Bank's security interest. 3.5 Bank shall have the right, at any time during Borrower's usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and to verify the amount and condition of or any other matter relating to the Collateral. 3.6 Borrower warrants and represents to and covenants with Bank that: (a) Bank's security interest in the Collateral is now and at all times hereafter shall be perfected and have a first priority except as expressly agreed to in writing by the Bank; (b) the offices and/or locations where Borrower keeps the Collateral are specified at the end of this Paragraph and Borrower shall not remove such Collateral therefrom except as may occur in the ordinary course of business, and shall not keep any of such Collateral at any other offices or locations unless Borrower gives Bank written notice thereof at least thirty (30) days prior thereto and the same is within the United States of America; and (c) the addresses specified at the end of this Paragraph include and designate Borrower's principal executive office, principal place of business and other offices and places of business and are Borrower' sole offices and places of business. Borrower, by written notice delivered to Bank at least thirty (30) days prior thereto, shall advise Bank of Borrower's opening of any new office or place of business or its closing of any existing office or place of business and any new office or place of business shall be within the United States of America. Borrower has places of business at the address shown at the beginning of this Agreement and at the locations listed below: 1) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇.▇▇▇▇▇ 3) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, GA. 30341 All of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will be held or stored at the locations listed below: 1) The address of the Borrower shown at the beginning of this Agreement; 2) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ 4) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, Ga. 30341 3.7 At the request of Bank, Borrower shall receive, as the sole and exclusive property of Bank and as trustee for Bank, all monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession or under the control of Borrower and immediately upon receipt thereof, Borrower shall remit the same (or cause the same to be remitted), in kind, to Bank or at Bank's direction. 3.8 Upon demand or upon an Event of Default, Bank may take control of, in any manner, and may endorse Borrower's name to any of the items of payment or proceeds described in Paragraph 3.7 above and, pursuant to the provisions of this Agreement, Bank shall apply tile same to and on account of Borrower's Liabilities. 3.9 Bank may, at its option, at any time or times hereafter, but shall be under no obligation to pay, acquire and/or accept an assignment of any security interest, lien, encumbrance or claim asserted by any Person against the Collateral.

Appears in 1 contract

Sources: Loan and Security Agreement (Total Control Products Inc)

Collateral General Terms. 3.1 To secure the prompt payment to Bank of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to be kept, observed or performed by Borrower under this Agreement and/or the Other Agreements, Borrower grants to Bank a security interest in and to, and collaterally assigns to Bank, all of Borrower's property, wherever located, whether now or hereafter existing, owned, licensed, leased (to the extent of Borrower's leasehold interest therein), consigned (to the extent of Borrower's ownership therein), consigned (to the extent of Borrower's ownership therein), arising and/or acquired, including without limitation all of Borrower's: : (a) Accounts, chattel paper, tax refunds, contract rights, leases, leasehold interests, letters of credit, instruments, documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and general intangibles; (b) all goods whose sale, lease or other disposition by Borrower have given rise to Accounts and have been returned to or repossessed or stopped in transit by Borrower; (c) all investment property, including but not limited to certificated and uncertificated securities; (d) goods, including without limitation all its consumer goods, machinery, equipment, farm products, fixtures and inventory; (e) liens, guaranties and other rights and privileges pertaining to any of the Collateral; (f) monies, reserves, deposits, deposit accounts and interest or dividends thereon, cash or cash equivalents; (g) all property now or at any time or times hereafter in the possession possession, or under the control of Bank or its bailee; (h) all accessions to the foregoing, all litigation proceeds pertaining to the foregoing and all substitutions, renewals, improvements and replacements of and additions to the foregoing; and (i) all books, records and computer records in any way relating to the Collateral herein described. 3.2 All of the aforesaid property and products and proceeds of the foregoing in Paragraph 3.1 above, including without limitation, proceeds of insurance policies insuring the foregoing are herein individually and collectively called the "Collateral", . The terms used herein to identify the Collateral shall have the same meaning as are assigned to such terms as of the date hereof in the Illinois Uniform Commercial Code. 3.3 Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Bank's security interest in the Collateral. 3.4 Borrower shall execute and deliver to Bank, at the request of Bank, all agreements, instruments and documents ("Supplemental Documentation") that Bank reasonably may request, in form and substance acceptable to Bank, to perfect and maintain perfected Bank's security interest in the Collateral and to consummate the transactions contemplated in or by this Agreement and the Other Agreements. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction of this Agreement or of any financing statement, shall be sufficient to evidence Bank's security interest. 3.5 Bank shall have the right, at any time during Borrower's usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and to verify the amount and condition of or any other matter relating to the Collateral. 3.6 Borrower warrants and represents to and covenants with Bank that: (a) Bank's security interest in the Collateral is now and at all times hereafter shall be perfected and have a first priority except as expressly agreed to in writing by the Bank; (b) the offices and/or locations where Borrower keeps the Collateral are specified at the end of this Paragraph and Borrower shall not remove such Collateral therefrom except as may occur in the ordinary course of business, and shall not keep any of such Collateral at any other offices or locations unless Borrower gives Bank written notice thereof at least thirty (30) days prior thereto and the same is within the United States of America; and (c) the addresses specified at the end of this Paragraph include and designate Borrower's principal executive office, principal place of business and other offices and places of business and are Borrower' 's sole offices and places of business. Borrower, by written notice delivered to Bank at least thirty (30) days prior thereto, shall advise Bank of Borrower's opening of any new office or place of business or its closing of any existing office or place of business and any new office or place of business shall be within the United States of America. Borrower has places of business at the address shown at the beginning of this Agreement and at the locations listed below: 1) ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇.▇▇▇▇▇ 3) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.▇ 2) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Ste▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 9544-783 3) ▇▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇. 105, Atlanta, GA. 30341 All of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will be held or stored at the locations listed below: 1) The address of the Borrower shown at the beginning of this Agreement; 2) ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ 4) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.▇ 3) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Ste. 105▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 9544-783 4) ▇▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇, Atlanta, Ga. 30341▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 3.7 At the request of Bank, Borrower shall receive, as the sole and exclusive property of Bank and as trustee for Bank, all monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession or under the control of Borrower and immediately upon receipt thereof, Borrower shall remit the same (or cause the same to be remitted), in kind, to Bank or at Bank's direction. 3.8 Upon demand or upon an Event of Default, Bank may take control of, in any manner, and may endorse Borrower's name to any of the items of payment or proceeds described in Paragraph 3.7 above and, pursuant to the provisions of this Agreement, Bank shall apply tile the same to and on account of Borrower's Liabilities. 3.9 Bank may, at its option, at any time or times hereafter, but shall be under no obligation to pay, acquire and/or accept an assignment of any security interest, lien, encumbrance or claim asserted by any Person against the Collateral.

Appears in 1 contract

Sources: Loan and Security Agreement (Total Control Products Inc)

Collateral General Terms. 3.1 4.1 To secure the prompt payment to Bank Lender of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to be kept, observed or performed by Borrower under this Agreement and/or the Other AgreementsBorrower's Obligations, Borrower hereby grants to Bank Lender a security interest in and to, and collaterally assigns and pledges to BankLender, all of Borrower's propertynow existing and/or owned and hereafter arising and/or acquired: (a) Real Property of Borrower, wherever locatednow owned or hereafter acquired and all rights and interests therein, including, without limitation, all land and buildings, structures and other improvements and chattels now on such real estate or hereafter erected or placed thereon, all mineral, oil and gas rights, all shrubbery, trees and crops and/or produce growing, grown or produced thereon, all air, water and riparian rights, whether now or hereafter existingnot appurtenant, ownedall water stock, licensedall easements, leased tenements, hereditaments, appurtenances, all rights in any abutting public or private streets and alleys and submerged land (the "Real Property"); (b) notes, assignments of rents, mortgages, deeds of trust, deeds to the extent secure debt, security agreements, chattel mortgages, financing statements, and similar items described in Paragraphs 7.1 and 7.2 hereof (collectively, "Loan Packages"); (c) all of Borrower's leasehold interest therein)Partnership Interests, consigned (to the extent including, without limitation, all of Borrower's ownership therein), consigned (to the extent of Borrower's ownership therein), arising and/or acquired, including without limitation Partnership Interests in all of Borrower's: those partnerships listed on Exhibit B); (ad) Accountsaccounts, chattel paper, tax refunds, contract rights, leasesleases and rental income thereunder, leasehold interests, rents, letters of credit, instrumentsinstruments and documents ("Accounts"), documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and general intangibles; (b) all goods whose sale, lease or other disposition by Borrower have given rise to Accounts and have been returned to or repossessed or stopped in transit by Borrower; (ce) certificated all patents, copyrights and uncertificated securitiestrademarks, and all applications for and registrations of the foregoing, all franchise rights, tradenames, goodwill, beneficial interests, rights to tax refunds and all other general intangibles of any kind or nature whatsoever ("General Intangibles"); (df) all inventory of Borrower, wherever located, whether intransit, held by others for Borrower's account, covered by warehouse receipts, purchase orders and contracts, or in the possession of any carriers, forwarding agents, truckers, warehousemen, vendors or other Persons, including, without limitation, all raw materials, work in process, finished merchandise, supplies, goods, including without limitation all its consumer goodsincidentals, office supplies and packaging materials ("Inventory"); (g) goods (other than Inventory), machinery, equipment, farm productsvehicles, appliances, furniture, furnishings and fixtures and inventory("Equipment"); (e) liens, guaranties and other rights and privileges pertaining to any of the Collateral; (fh) monies, reserves, deposits, certificates of deposit and deposit accounts and interest or dividends thereon, securities, cash, cash or cash equivalents; (g) all equivalents and other property now or at any time or times hereafter in the possession or under the control of Bank Lender or its bailee; (hi) all books, records, computer records, ledger cards, programs and other computer materials, customer and supplier lists, invoices, orders and other property and general intangibles at any time evidencing or relating to Collateral ("Records"); (j) all accessions to any of the foregoing, all litigation proceeds pertaining to the foregoing Collateral and all substitutions, renewals, improvements and replacements of and additions to thereto; (k) all insurance policies insuring, or proceeds of or relating to, any of the foregoing; (l) all present and future judgments, awards of damage and settlements made as a result of or in lieu of any taking of any of the Collateral, or any part thereof, under the power of eminent domain, or for any damage (whether caused by such taking or otherwise); and (im) all booksother property of Borrower, records and computer records in any way relating to the Collateral herein described. 3.2 All of the aforesaid property and real and/or personal, now owned or hereafter acquired; (n) all products and proceeds of the foregoing (whether such proceeds are in Paragraph 3.1 abovethe form of cash, including without limitationcash equivalents, proceeds of insurance policies insuring policies, Real Estate, Accounts, General Intangibles, Inventory, Equipment, Records or otherwise). All of the foregoing are is referred to herein individually and collectively called as the "Collateral", The terms used herein to identify the Collateral shall have the same meaning as are assigned to such terms as of the date hereof in the Illinois Uniform Commercial Code. 3.3 " Borrower shall make appropriate entries upon its financial statements and its books and records Records disclosing BankLender's security interest in and assignment and pledge of the Collateral. 3.4 4.2 Borrower shall execute and and/or deliver to BankLender, at any time and from time to time hereafter at the request of BankLender, all agreements, instruments instruments, documents and documents other written matter (the "Supplemental Documentation") that Bank Lender reasonably may request, in form and substance acceptable to BankLender, to perfect and maintain perfected BankLender's security interest interest, lien and/or encumbrance in and/or assignment and pledge of the Collateral and to consummate the transactions contemplated in or by this Agreement and the Other Agreements. Borrower, irrevocably, hereby appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful agent and attorney-in-fact to sign the name of Borrower on the Supplemental Documentation and to deliver the Supplemental Documentation to such Persons as Lender, in its sole and absolute discretion, may elect. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction reproduction, of this Agreement or of any financing statement, shall be sufficient to evidence Bank's security interestas a financing statement. 3.5 Bank 4.3 Lender (by any of its officers, employees and/or agents) shall have the right, at any time or times during Borrower's usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and all related Records and to verify the amount and condition of or any other matter relating to the Collateral. All costs, fees and expenses incurred by Lender, or for which Lender becomes obligated, in connection with such inspection and/or verification shall constitute part of Borrower's Liabilities, payable by Borrower to Lender on demand. 3.6 4.4 Borrower hereby warrants and represents to and covenants with Bank Lender that: (a) BankLender's security interest in the Collateral is now and at all times hereafter shall be perfected and have a first priority, except for any permanent financing secured by the Collateral, which may have priority over Lender's security interest in the Collateral and except as expressly agreed to in writing by the Bankpermitted under Paragraph 10.2(a); (b) the offices and/or locations where principal place of business of Borrower keeps in Illinois is the Collateral are location specified at the end beginning of this Paragraph Agreement, and Borrower has no other offices or locations and does not keep Collateral at any other office or location except at the location of any of Borrower's Real Property and Borrower shall not remove such the Records and/or the Collateral therefrom except as may occur in the ordinary course from its principal place of business, business and shall not keep any of such Records and/or the Collateral at any other offices office or locations location unless Borrower gives Bank Lender written notice thereof at least thirty (30) days prior thereto and the same is within the continental United States of America; and (c) the addresses specified at the end of this Paragraph include and designate Borrower's principal executive office, principal place of business and other offices and places of business and are Borrower' sole offices and places of business. Borrower, by written notice delivered to Bank Lender at least thirty (30) days prior thereto, shall advise Bank Lender of Borrower's opening of any new office or place of business or its closing of any then existing office or place of business and any new office or place of business shall be within the continental United States of America. Borrower has places of business at the address shown at the beginning of this Agreement and at the locations listed below:. 1) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇4.5 Lender, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇.▇▇▇▇▇ 3) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, GA. 30341 All of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will be held or stored at the locations listed below: 1) The address of the Borrower shown at the beginning of this Agreement; 2) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ 4) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, Ga. 30341 3.7 At the request of Bank, Borrower shall receive, as the in its sole and exclusive property absolute discretion, without waiving or releasing any of Bank and as trustee for Bank, all monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession Borrower's Obligations or under the control of Borrower and immediately upon receipt thereof, Borrower shall remit the same (or cause the same to be remitted), in kind, to Bank or at Bank's direction. 3.8 Upon demand or upon an any Event of Default, Bank may take control of, in any manner, and may endorse Borrower's name to any of the items of payment or proceeds described in Paragraph 3.7 above and, pursuant to the provisions of this Agreement, Bank shall apply tile same to and on account of Borrower's Liabilities. 3.9 Bank may, at its option, at any time or times hereafter, but shall be under no obligation to to, pay, acquire and/or accept an assignment of any security interest, lien, encumbrance or claim asserted by any Person against the Collateral. All sums paid by Lender in respect thereof and all costs, fees and expenses, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto incurred by Lender or for which Lender becomes obligated on account thereof shall be part of Borrower's Liabilities payable by Borrower to Lender on demand.

Appears in 1 contract

Sources: Master Loan and Security Agreement (Balcor Realty Investors 84)

Collateral General Terms. 3.1 4.1 To secure the prompt payment to Bank Lender of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to be kept, observed or performed by Borrower under this Agreement and/or the Other AgreementsBorrower's Obligations, Borrower hereby grants to Bank Lender a security interest in and to, and collaterally assigns and pledges to BankLender, all of Borrower's propertynow existing and/or owned and hereafter arising and/or acquired: (a) Real Property of Borrower, wherever locatednow owned or hereafter acquired and all rights and interests therein, including, without limitation, all land and buildings, structures and other improvements and chattels now on such real estate or hereafter erected or placed thereon, all mineral, oil and gas rights, all shrubbery, trees and crops and/or produce growing, grown or produced thereon, all air, water and riparian rights, whether now or hereafter existingnot appurtenant, ownedall water stock, licensedall easements, leased tenements, hereditaments, appurtenances, all rights in any abutting public or private streets and alleys and submerged land (the "Real Property"); (b) notes, assignments of rents, mortgages, deeds of trust, deeds to the extent secure debt, security agreements, chattel mortgages, financing statements, and similar items described in Paragraphs 7.1 and 7.2 hereof (collectively, "Loan Packages"); (c) all of Borrower's leasehold interest therein)Partnership Interests, consigned (to the extent including, without limitation, all of Borrower's ownership therein), consigned (to the extent of Borrower's ownership therein), arising and/or acquired, including without limitation Partnership Interests in all of Borrower's: those partnerships listed on Exhibit B); (ad) Accountsaccounts, chattel paper, tax refunds, contract rights, leasesleases and rental income thereunder, leasehold interestsInterests, rents, letters of credit, instrumentsinstruments and documents ("Accounts"), documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and general intangibles; (b) all goods whose sale, lease or other disposition by Borrower have given rise to Accounts and have been returned to or repossessed or stopped in transit by Borrower; (ce) certificated all patents, copyrights and uncertificated securitiestrademarks, and all applications for and registrations of the foregoing, all franchise rights, trade names, goodwill, beneficial Interests, rights to tax refunds and all other general intangibles of any kind or nature whatsoever ("General Intangibles"); (df) all Inventory of Borrower, wherever located, whether in transit, held by others for Borrower's account, covered by warehouse receipts, purchase orders and contracts, or in the possession of any carriers, forwarding agents, truckers, warehousemen, vendors or other Persons, including, without limitation, all raw materials, work in process, finished merchandise, supplies, goods, including without limitation all its consumer goodsincidentals, office supplies and packaging materials ("Inventory"); (g) goods (other than Inventory), machinery, equipment, farm productsvehicles, appliances, furniture, furnishings and fixtures and inventory("Equipment"); (e) liens, guaranties and other rights and privileges pertaining to any of the Collateral; (fh) monies, reserves, deposits, certificates of deposit and deposit accounts and interest or dividends thereon, securities, cash, cash or cash equivalents; (g) all equivalents and other property now or at any time or times hereafter in the possession or under the control of Bank Lender or its bailee; (hi) a11 books, records, computer records, ledger cards, programs and other computer materials, customer and supplier lists, Invoices, orders and other property and general intangibles at any time evidencing or relating to Collateral ("Records"); (j) all accessions to any of the foregoing, all litigation proceeds pertaining to the foregoing Collateral and all a11 substitutions, renewals, improvements and replacements of and additions to thereto; (k) all insurance policies insuring, or proceeds of or relating to, any of the foregoing; (1) all present and future judgments, awards of damage and settlements made as a result of or in lieu of any taking of any of the Collateral, or any pert thereof, under the power of eminent domain, or for any damage (whether caused by such taking or otherwise); and (im) all booksother property of Borrower, records and computer records in any way relating to the Collateral herein described. 3.2 All of the aforesaid property and real and/or personal, now owned or hereafter acquired; (n) all products and proceeds of the foregoing (whether such proceeds are in Paragraph 3.1 abovethe form of cash, including without limitationcash equivalents, proceeds of insurance policies insuring policies, Real Estate, Accounts, General Intangibles, Inventory, Equipment, Records or otherwise). All of the foregoing are is referred to herein individually Individually and collectively called as the "Collateral", The terms used herein to identify the Collateral shall have the same meaning as are assigned to such terms as of the date hereof in the Illinois Uniform Commercial Code. 3.3 " Borrower shall make appropriate entries upon its financial statements and its books and records Records disclosing BankLender's security interest in and assignment and pledge of the Collateral. 3.4 4.2 Borrower shall execute and and/or deliver to BankLender, at any tome and from time to time hereafter at the request of BankLender, all agreements, instruments Instruments, documents and documents other written matter (the "Supplemental Documentation") that Bank Lender reasonably may request, in form and substance acceptable to BankLender, to perfect and maintain perfected BankLender's security interest Interest, lien and/or encumbrance in and/or assignment and pledge of the Collateral and to consummate the transactions contemplated in or by this Agreement and the Other Agreements. Borrower, Irrevocably, hereby appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful agent and attorney-in-fact to sign the name of Borrower on the Supplemental Documentation and to deliver the Supplemental Documentation to such Persons as Lender, in its sole and absolute discretion, may elect. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction reproduction, of this Agreement or of any financing statement, shall be sufficient to evidence Bank's security interestas a financing statement. 3.5 Bank 4.3 Lender (by any of its officers, employees and/or agents) shall have the right, at any time or times during Borrower's usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and all related Records and to verify the amount and condition of or any other matter relating to the Collateral. All costs, fees and expenses incurred by Lender, or for which Lender becomes obligated, In connection with such inspection and/or verification shall constitute part of Borrower's Liabilities, payable by Borrower to Lender on demand. 3.6 4.4 Borrower hereby warrants and represents to and covenants Covenants with Bank Lender that: (a) BankLender's security interest in the Collateral is now and at all times hereafter shall be perfected and have a first priority, except for any permanent financing secured by the Collateral, which may have priority over Lender's Security interest in the Collateral and except as expressly agreed to in writing by the Bankpermitted under Paragraph 10.2(a); (b) the offices and/or locations where principal place of business of Borrower keeps in Illinois is the Collateral are location specified at the end beginning of this Paragraph Agreement, and Borrower has no other offices or locations and does not keep Collateral at any other office or location except at the location of any of Borrower's Real Property and Borrower shall not remove such the Records and/or the Collateral therefrom except as may occur in the ordinary course from its principal place of business, business and shall not keep any of such Records and/or the Collateral at any other offices office or locations location unless Borrower gives Bank Lender written notice thereof at least thirty (30) days prior thereto and the same is Is within the continental United States of America; and (c) the addresses specified at the end of this Paragraph include and designate Borrower's principal executive office, principal place of business and other offices and places of business and are Borrower' sole offices and places of business. Borrower, by written notice delivered to Bank Lender at least thirty (30) days prior thereto, shall advise Bank Lender of Borrower's opening of any new office or place of business or its closing of any then existing office or place of business and any new office or place of business shall be within the continental United States of America. Borrower has places of business at the address shown at the beginning of this Agreement and at the locations listed below:. 1) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇4.5 Lender, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇.▇▇▇▇▇ 3) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, GA. 30341 All of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will be held or stored at the locations listed below: 1) The address of the Borrower shown at the beginning of this Agreement; 2) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ 4) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, Ga. 30341 3.7 At the request of Bank, Borrower shall receive, as the in its sole and exclusive property absolute discretion, without waiving or releasing any of Bank and as trustee for Bank, all monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession Borrower's Obligations or under the control of Borrower and immediately upon receipt thereof, Borrower shall remit the same (or cause the same to be remitted), in kind, to Bank or at Bank's direction. 3.8 Upon demand or upon an any Event of Default, Bank may take control of, in any manner, and may endorse Borrower's name to any of the items of payment or proceeds described in Paragraph 3.7 above and, pursuant to the provisions of this Agreement, Bank shall apply tile same to and on account of Borrower's Liabilities. 3.9 Bank may, at its option, at any time or times hereafter, but shall be under no obligation to to, pay, acquire and/or accept an assignment of any security interestInterest, lien, encumbrance or claim asserted by any Person against the Collateral. All sums paid by Lender in respect thereof and all Costs, fees and expenses, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto incurred by Lender or for which Lender becomes obligated on account thereof shall be part of Borrower's Liabilities payable by Borrower to Lender on demand.

Appears in 1 contract

Sources: Loan Agreement (Balcor Equity Properties Xii)

Collateral General Terms. 3.1 4.1 To secure the prompt payment to Bank Lender of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to be kept, observed or performed by Borrower under this Agreement and/or the Other AgreementsBorrower's Obligations, Borrower hereby grants to Bank Lender a security interest in and to, and collaterally assigns and pledges to BankLender, all of Borrower's propertynow existing and/or owned and hereafter arising and/or acquired: (a) Real Property of Borrower, wherever locatednow owned or hereafter acquired and all rights and interests therein, including, without limitation, all land and buildings, structures and other improvements and chattels now on such real estate or hereafter erected or placed thereon, all mineral, oil and gas rights, all shrubbery, trees and crops and/or produce growing, grown or produced thereon, all air, water and riparian rights, whether now or hereafter existingnot appurtenant, ownedall water stock, licensedall easements, leased tenements, hereditaments, appurtenances, all rights in any abutting public or private streets and alleys and submerged land (the "Real Property"); (b) notes, assignments of rents, mortgages, deeds of trust, deeds to the extent secure debt, security agreements, chattel mortgages, financing statements, and similar items described in Paragraphs 7.1 and 7.2 hereof (collectively, "Loan Packages"); (c) all of Borrower's leasehold interest therein)Partnership Interests, consigned (to the extent including, without limitation, all of Borrower's ownership therein), consigned (to the extent of Borrower's ownership therein), arising and/or acquired, including without limitation Partnership Interests in all of Borrower's: those partnerships listed on Exhibit B); (ad) Accountsaccounts, chattel paper, tax refunds, contract rights, leasesleases and rental income thereunder, leasehold interests, rents, letters of credit, instrumentsinstruments and documents ("Accounts"), documents, documents of title, patents, copyrights, trademarks, tradenames, licenses, goodwill, beneficial interests and general intangibles; (b) all goods whose sale, lease or other disposition by Borrower have given rise to Accounts and have been returned to or repossessed or stopped in transit by Borrower; (ce) certificated all patents, copyrights and uncertificated securitiestrademarks, and all applications for and registrations of the foregoing, all franchise rights, trade names, goodwill, beneficial interests, rights to tax refunds and all other general intangibles of any kind or nature whatsoever ("General Intangibles"); (df) all inventory of Borrower, wherever located, whether in transit, held by others for Borrower's account, covered by warehouse receipts, purchase orders and contracts, or in the possession of any carriers, forwarding agents, truckers, warehousemen, vendors or other Persons, including, without limitation, all raw materials, work in process, finished merchandise, supplies, goods, including without limitation all its consumer goodsincidentals, office supplies and packaging materials ("Inventory"); (g) goods (other than Inventory), machinery, equipment, farm productsvehicles, appliances, furniture, furnishings and fixtures and inventory("Equipment"); (e) liens, guaranties and other rights and privileges pertaining to any of the Collateral; (fh) monies, reserves, deposits, certificates of deposit and deposit accounts and interest or dividends thereon, securities, cash, cash or cash equivalents; (g) all equivalents and other property now or at any time or times hereafter in the possession or under the control of Bank Lender or its bailee; (hi) a11 books, records, computer records, ledger cards, programs and other computer materials, customer and supplier lists, invoices, orders and other property and general intangibles at any time evidencing or relating to Collateral ("Records"); (j) all accessions to any of the foregoing, all litigation proceeds pertaining to the foregoing Collateral and all a11 substitutions, renewals, improvements and replacements of and additions to thereto; (k) all insurance policies insuring, or proceeds of or relating to, any of the foregoing; (1) all present and future judgments, awards of damage and settlements made as a result of or in lieu of any taking of any of the Collateral, or any part thereof, under the power of eminent domain, or for any damage (whether caused by such taking or otherwise); and (im) all booksother property of Borrower, records and computer records in any way relating to the Collateral herein described. 3.2 All of the aforesaid property and real and/or personal, now owned or hereafter acquired; (n) all products and proceeds of the foregoing (whether such proceeds are in Paragraph 3.1 abovethe form of cash, including without limitationcash equivalents, proceeds of insurance policies insuring policies, Real Estate, Accounts, General Intangibles, Inventory, Equipment, Records or otherwise). All of the foregoing are is referred to herein individually and collectively called as the "Collateral", The terms used herein to identify the Collateral shall have the same meaning as are assigned to such terms as of the date hereof in the Illinois Uniform Commercial Code. 3.3 " Borrower shall make appropriate entries upon its financial statements and its books and records Records disclosing BankLender's security interest in and assignment and pledge of the Collateral. 3.4 4.2 Borrower shall execute and and/or deliver to BankLender, at any time and from time to time hereafter at the request of BankLender, all agreements, instruments Instruments, documents and documents other written matter (the "Supplemental Documentation") that Bank Lender reasonably may request, in form and substance acceptable to BankLender, to perfect and maintain perfected BankLender's security interest Interest, lien and/or encumbrance in and/or assignment and pledge of the Collateral and to consummate the transactions contemplated in or by this Agreement and the Other Agreements. Borrower, irrevocably, hereby appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful agent and attorney-in-fact to sign the name of Borrower on the Supplemental Documentation and to deliver the Supplemental Documentation to such Persons as Lender, in its sole and absolute discretion, may elect. Borrower agrees that a carbon, photographic or photostatic copy, or other reproduction reproduction, of this Agreement or of any financing statement, shall be sufficient to evidence Bank's security interestas a financing statement. 3.5 Bank 4.3 Lender (by any of its officers, employees and/or agents) shall have the right, at any time or times during Borrower's usual business hours, to inspect the Collateral and all related records (and the premises upon which it is located) and all related Records and to verify the amount and condition of or any other matter relating to the Collateral. All costs, fees and expenses incurred by Lender, or for which Lender becomes obligated, In connection with such inspection and/or verification shall constitute part of Borrower's Liabilities, payable by Borrower to Lender on demand. 3.6 4.4 Borrower hereby warrants and represents to and covenants with Bank Lender that: (a) BankLender's security interest in the Collateral is now and at all times hereafter shall be perfected and have a first priority, except for any permanent financing secured by the Collateral, which may have priority over Lender's security interest in the Collateral and except as expressly agreed to in writing by the Bankpermitted under Paragraph 10.2(a); (b) the offices and/or locations where principal place of business of Borrower keeps in Illinois is the Collateral are location specified at the end beginning of this Paragraph Agreement, and Borrower has no other offices or locations and does not keep Collateral at any other office or location except at the location of any of Borrower's Real Property and Borrower shall not remove such the Records and/or the Collateral therefrom except as may occur in the ordinary course from its principal place of business, business and shall not keep any of such Records and/or the Collateral at any other offices office or locations location unless Borrower gives Bank Lender written notice thereof at least thirty (30) days prior thereto and the same is Is within the continental United States of America; and (c) the addresses specified at the end of this Paragraph include and designate Borrower's principal executive office, principal place of business and other offices and places of business and are Borrower' sole offices and places of business. Borrower, by written notice delivered to Bank Lender at least thirty (30) days prior thereto, shall advise Bank Lender of Borrower's opening of any new office or place of business or its closing of any then existing office or place of business and any new office or place of business shall be within the continental United States of America. Borrower has places of business at the address shown at the beginning of this Agreement and at the locations listed below:. 1) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇4.5 Lender, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 2) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇.▇▇▇▇▇ 3) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, GA. 30341 All of the Collateral currently owned by Borrower and all of the Collateral hereafter acquired is, or will be held or stored at the locations listed below: 1) The address of the Borrower shown at the beginning of this Agreement; 2) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 3) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ 4) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., Ste. 105, Atlanta, Ga. 30341 3.7 At the request of Bank, Borrower shall receive, as the in its sole and exclusive property absolute discretion, without waiving or releasing any of Bank and as trustee for Bank, all monies, checks, notes, drafts and all other payments for and/or proceeds of Collateral which come into the possession Borrower's Obligations or under the control of Borrower and immediately upon receipt thereof, Borrower shall remit the same (or cause the same to be remitted), in kind, to Bank or at Bank's direction. 3.8 Upon demand or upon an any Event of Default, Bank may take control of, in any manner, and may endorse Borrower's name to any of the items of payment or proceeds described in Paragraph 3.7 above and, pursuant to the provisions of this Agreement, Bank shall apply tile same to and on account of Borrower's Liabilities. 3.9 Bank may, at its option, at any time or times hereafter, but shall be under no obligation to to, pay, acquire and/or accept an assignment of any security interest, lien, encumbrance or claim asserted by any Person against the Collateral. All sums paid by Lender in respect thereof and all costs, fees and expenses, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto incurred by Lender or for which Lender becomes obligated on account thereof shall be part of Borrower's Liabilities payable by Borrower to Lender on demand.

Appears in 1 contract

Sources: Loan Agreement (Balcor Equity Properties Xii)