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HomeMy WebLinkAbout01-1387 PARTIES Debtor name (last norse first if individual) and mailing address: Century Drive Associates 856 Century Drive Mechanicsburg PA 17055 0eMor name (last norse first if individual) and mailing address: Debtor name (last norse first if individual) and reaiiing address: FINANCING STATEMENT Uniform Comnlerciol Code Form UCC-1 IMPORTANT -- Please read Instruetlons on reverse aide of page 4 before completing Filing No. (storebed by fladg officer): Date, Time, Filing 0files (stareped by filing officer) This Flnanctog ~tot~ment is presented for filing pursuant ~ file Uniform Co~e~al~.~. Coda:mad is ~e~ad with the (check applicable box): la [] Secmto~ of the Comreonwecith. lb Sesured Pwty(tos) name(s) (last name first if individual) and address for secudfy interest ioforrestion: Cormmerce Bank, N.A. 1701 Route 70 East Cherry Hill, NJ 08034 Asalgaee(s) of Secured Party name(s) (last name first if individual) and address for security interest information: 2a special Types of Parties (check if applicable): [] The terms "Debtor" and "Secu~:l Pa~y" mean "Lessee" and "Lessor," respectively. [] The terms "Debtor" and "Secured Pa~y" mean "Consignee" and "Consignor," respectively. ~ Debtor is a Transmitting Utility. 3 SECURED PARTY SIGNATURE(S) This stotoreent Is filed with only the Sesured Pady's signature to perfect a security interest in cOllateral (check applicable box(es))-- a. [] acquired after a shange of name, Ideotlly or corporate strumro of the Debtor. b. [] as to which the filing has lapsed. c. already subject to a security interest in another county in Pennsylvania-- [] when the cOllateral wa~ moved to this county. [] when the Nobtor'a resldeeee or piece of besfo(~l was moved to this county. d, already subject to a security interest in another Jerlsdloflen -- [] when the salltes~al was mo~ed to Pennsylvania. [] when the Debtor's location wes moved to Pennsylvania. e. [] which is pr~eed~ of the collateral deec~bed in block 9, in which a security interest was previously perfected (also describe proceeds in block 9, if gut- chased with cash proceeds and not adequately described on the original financing ststereent), Secured Party Slgasture(s): (required only if box(es) is checked above): Pmthonotou of ~real estate Records of C~nberland Number of Additional Shestl (if any): Optional Spealai Identification (Max. 10 characters): COLLATERAL identify collaforal by itere and/or type: County. County. 6 7 A f~rst lien and s~curity interest (except as othe~;?~se e:[pressly provided on Exhibit A) in the collateral described on Exhibit A. [] (check only if desired) Products of the collateral are also covered. 9 Identify related real estate, if applicable. The collateral is, or includes (check appropriate box(es)) -- a. [] srep~ growing or to be grown on -- b. [] goods which are or are to become fixtures on -- c. [] minerals or the like (including oil and gas) as extracted on -- d. [] aecounts rosultlng from the sale of relnereto or file like (including oil and gas) at the wellhead or minebead the following real estate: Street Addre~: Describe at: Book of (check one) [] Deeds [] Mortgages, at Page(s) for County. Uniform Parcel Identifier [] Described on Additional Sheet. Name of record owaer (required only il no Debtor has an interest of record): DEBTOR SIGNATURE(S) Debtor Signature(s): C E~gITTRY DRIVE 10 R~URN RECEI~ TO: Richard L. Grubb, Esquire Eckert Seamans Cherin & Mellott, LLC 213 Market Street, 8th Floor P.O. Box 1248 Harrisburg, PA 17108 ~..../~, ~"~..~ ~ RUNG OFFICE ORIGINAL NOTE -- This gage will not be returned by the Deparlment ot State. 11 12 IF THE FILING IS WITH THE DEPARTMEN~ ***f ~AT~ SEND ONLY ~HIS PAGE, EXHIBIT A Debtor: Secured Party: Century Drive Associates Commerce Bank, National Association COLLATERAL DESCRIPTION All of Debtor's present and future personal property and fixtures of every kind, nature and description, wherever stored or located, including, but not limited to, the following items: Accounts - Any right to payment for goods sold or leased or for services rendered which is not evidenced by an Instrument or Chattel Paper, whether or not it has been earned by performance, including but not limited to contract rights. Without limiting the foregoing, Accounts shall include all "accounts" as defined in the Uniform Commercial Code as in effect from time to time in the Commonwealth of Pennsylvania ("UCC"). Accounts Receivable - All Borrower's present or future Accounts, accounts receivable, other receivables, contract rights, Chattel Paper, notes, cash, cash equivalents, rights under letters of credit, Instruments and Documents, and all proceeds thereof, together with all Instruments, all Documents representing any of the foregoing, all rights in any merchandise or goods which any of the same kiay represent, and all right, title, security and guaranties with respect to each Account Receivable, including any right of stoppage in transit. Chattel Paper - Any writing or writings which evidence both a monetary obligation and a security interest in or a lease of specific goods. Without limiting the foregoing, Chattel Paper shall include all "chattel paper" as defined in the UCC. Deposit Accounts - Any and all demand, time, savings, passbook or other accounts that Borrower may now or in the future maintain with any bank, savings and loan association, credit union, or similar organization, including any account evidenced by a certificate of deposit. Without limiting the foregoing, "Deposit Accounts" includes all of Borrower's accounts maintained with Lender, but shall not include any tenant security account. Documents - Documents of title as defined in Section 1-201 of the UCC, and receipts of the kind described in Subsection (2) of Section 7-201 of the UCC. Equipment - All now owned or hereafter acquired goods which are used or bought for use by Borrower in the business of Borrower, including but not limited to equipment, tools, tooling, machinery, furniture and fixtures, vehicles (exclusive of leased vehicles) and trade fixtures and all parts, instruments, accessories, alterations, modifications, replacements, additions, tools, supplies, operating manuals and improvements intended to be {L02353641} used on or in connection with the foregoing. Without limiting the foregoing, Equipment shall include all "equipment" as defined in the UCC. General Intangibles - Any present or future personal property of Borrower (including things in action) other than tangible personal property, goods, Accounts, Accounts Receivable, Chattel Paper, Deposit Accounts, Documents, Equipment, Instruments, and money, including, but not limited to, (i) liquor licenses; (ii) leases; (iii) rents generated from all real property owned or leased by Borrower; (iv) tax refunds and rights to receive tax refunds; (v) certificates and policies of insurance and insurance proceeds; (vi) inventions, patents, patent rights, and patent applications, (including, without limitation, all reissues, divisions, continuations and extensions of any patent or patent application); (vii) copyrights, registrations and applications for copyrights (and all future income from such copyrights), including all waivers of moral rights; (viii) all rights and interests in and to designs, know- how, manufacturing, engineering and other drawings and manuals, technology, blue prints, patterns, dies, research and development reports, technical information, engineering data, design and engineering specifications, and similar materials recording or evidencing expertise; (ix) licenses, federal and state trademarks, and goodwill associated therewith, trade names, service marks and names, and logos; (x) all rights to damages and profits by reason of the infringement of any of the intellectual property listed in items (vi) to (ix), inclusive; (xi) all other intellectual property rights throughout the world; (xii) goodwill; (xiii) customer lists; (xiv) causes of action, judgments, rights of indemnification, contribution and subrogation; (xv) rights against suppliers or manufacturers; (xvi) royalties; (xvii) computer programs, tapes and software; and (xviii) designs, blueprints, and plans. Without limiting the foregoing, General Intangibles shall include all "general intangibles" as defined in the UCC. Instruments - Negotiable instruments (as defined in Section 3-104 of the UCC) or certificated securities (as defined in Section 8-102 of the UCC) or any other writings which evidence a right to the payment of money and are not themselves security agreements or leases and are of the type which are in the ordinary course of business transferred by delivery with any necessary endorsement or assignment. Without limiting the foregoing, Instruments shall include all "instruments" as defined in the UCC. Inventor,/- Any and all present and future goods, merchandise and other personal property, including, without limitation, goods in transit, of Borrower, which are or may at any time be held for sale or lease, furnished or to be furnished under any contract of service, or held as raw materials, work in process, finished goods, supplies or materials which are used or consumed in connection with Borrower's business, and any present and future property of Borrower, the sale or other disposition of which has given rise to an Account Receivable and which has been returned to or repossessed or stopped in transit by Borrower, and the products of any such goods, merchandise and other personal property. Without limiting the foregoing, Inventory shall include all "inventory" as defined in the UCC. {LO235364A} 2 Proceeds - All proceeds of Accounts, Accounts Receivable, Chattel Paper, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments and Inventory, including, but not limited to, the following: a. All returned or repossessed goods arising from, or relating to, any sale or other disposition of any of the foregoing; b. All components, accessories, additions, attachments, appurtenances and improvements, pertaining or attached to any of the foregoing; of the foregoing; All substitutions, renewals, and replacements of or to any d. All books, records, computer software, disks or tapes of or relating to any of the foregoing; and e. All cash and non-cash proceeds and products, whether immediate or remote, of or relating to any of the foregoing. Without limiting the above, Proceeds shall include all "proceeds" as defined in the UCC. The security interests granted hereunder are subject only to (i) the second priority lien of Commerce Bank/Harrisburg, National Association, (ii) the lien of Commerce Bank/Pennsylvania, National Association (the "Trustee") in the Construction Fund, and all other moneys and securities, held from time to time by Trustee under that certain Trust Indenture dated as of March 8, 2001 between Debtor and Trustee, and (iii) those liens set forth on Schedule I hereto. {L0235364.1} 3 SCHEDULE I Cumberland County Mortgage to Mellon Bank, N.A., dated 12/23/99, recorded 2/22/00, in Mortgage Book 1596, page 725, in the amount of $195,000 Mortgage to Fulton Bank, dated 1/27/93, recorded 2/1/93, in Mortgage Book 1115, Page 1066, in the amount of $980,100, Mortgage Modification recorded in Miscellaneous Book 612, page 346.