Security Grant Sample Clauses

Security Grant. (a) Borrower has granted to Agent for the benefit of Lenders, within the security agreement provisions of the Security Instrument, and hereby grants to Agent for the benefit of Lenders, a first lien and security interest in the Operating Account and all Reserves (and the funds therein, any interest earned thereon and proceeds thereof), and Borrower hereby pledges the Reserves and the Operating Account (and the funds therein, any interest earned thereon and proceeds thereof) as collateral security for the payment of all Indebtedness and the performance of all Obligations. Borrower shall not, without obtaining the prior written consent of Agent, further pledge, assign or grant any security interest in the Operating Account, any Reserve or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Agent as the secured party, to be filed with respect thereto. Borrower, Agent and Cash Management Bank shall enter into the Operating Account Agreement on or prior to the Closing Date. Borrower shall not establish any deposit account other than the Operating Account without prior written consent of Agent and delivery to Agent of a deposit account control agreement in form and content satisfactory to Agent in its sole discretion. (b) This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. As such, and in connection with the security grant contained in each Security Instrument, Agent is irrevocably authorized to file UCC Financing Statements naming the Borrower as debtor, to perfect the Agent’s security interest in the Collateral, in all jurisdictions in which Agent believes in its sole discretion that such filing is appropriate. If Agent believes that an “all-asset” collateral description, as contemplated by Section 9-504(2) of the UCC, is appropriate, Agent is irrevocably authorized to use such a collateral description, whether in one or more separate filings or as part of the collateral description in a filing that particularly describes the Collateral. Agent is irrevocably authorized to file such continuation statements and other similar documents as it determines, in its sole opinion, are appropriate to protect and perfect its rights.

Security Grant. (i) The Parties agree that Metro shall apply for the Security Grant pursuant to the terms and conditions hereof, and the Host Committee shall use its reasonable best commercial efforts to facilitate such application by Metro. (ii) To the extent funded by the Security Grant and deemed reasonably necessary by Metro, Metro shall pay for, among other equipment and services, all costs for security consultants retained by Metro in connection with the Convention. (iii) The Host Committee shall provide at its expense first aid stations and security personnel inside the Convention Complex as customarily provided for a special event at the Convention Complex and shall cause such medical and security personnel shall cooperate fully with Metro to ensure public safety.

Security Grant. To secure the prompt payment and performance in full of all Obligations, on the Borrowing Date of the First Loan the Borrower hereby grants to the Lender, and pledges to the Lender, a valid, binding, enforceable, continuing, first priority lien on and security interest in all existing and after acquired tangible and intangible real and personal property and other assets of the Borrower, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Borrower, regardless of where located (collectively, the “Collateral”), including, without limitation, all of the following: (a) all Accounts, (b) all Equipment, Goods, Inventory and Fixtures, (c) all Documents, Instruments (including all Promissory Notes) and Chattel Paper, (d) all Contracts, together with all Contract Rights (including all insurance claims) arising therefrom, (e) all Letters of Credit and Letter-of-Credit Rights, (f) all Investment Property, (g) all Intellectual Property, (h) all Commercial Tort Claims, (i) all General Intangibles, (j) all Money and all Deposit Accounts, (k) all Supporting Obligations, (1) all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records relating to the Collateral and any General Intangibles at any time evidencing or relating to any of the foregoing, and (m) to the extent not covered above, all other assets, whether tangible or intangible, all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty in respect of the any of the foregoing. Capitalized terms used in this Section but not otherwise defined in this Secured Note have the meaning given to such terms in the Uniform Commercial Code as in effect from time to time in the State of Delaware.

Security Grant. The Loan Parties acknowledge and agree that at all times the Security Documents continue to secure prompt payment when due of the Obligations and the Guarantees remain in full force and effect.

Security Grant. To secure the prompt payment and performance to Agent and each Lender of the Obligations: each Borrower reconfirms the prior assignment, pledge and grant pursuant to Article IV of the Loan Agreement of a continuing security interest in and Lien on all of such Borrower’s Collateral, whether now owned or existing or hereafter acquired or arising and wherever located, subject to the terms, provisions and limitations set forth in the Loan Agreement.

Security Grant. As security for the prompt and complete payment and performance of all of its obligations under this Note, subject to the receipt of all approvals required under the Gaming Laws, the Borrower does hereby grant to the Secured Party a continuing lien on and security interest in all of the right, title and interest of the Borrower in, to and under the Pledged Interests, wherever located. The Borrower agrees to execute and deliver promptly to the Secured Party any and all documents or instruments reasonably deemed by the Secured Party to be necessary to perfect the security interest granted hereby. “Pledged Interests” means all of the Borrower’s right, title and interest in [ ( )] of the Borrower’s Class A Units of ▇▇▇▇▇▇▇▇ Partners, together with all certificates (if any) evidencing the same; provided, that such amount of Class A Units shall be adjusted pursuant to Section 3.1(d)(ii) of ▇▇▇▇▇▇▇▇ Partners Operating Agreement.

Security Grant. The Seller and Buyer intend that all transfers of Sold Assets be a "true sale" or "true contribution" by the Seller to the Buyer that are absolute and irrevocable and that provide the Buyer with the full benefits of ownership of the Sold Assets, and neither the Seller nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Seller. It is, further, not the intention of the Buyer or the Seller that the conveyance of the Sold Assets by the Seller be deemed a grant of a security interest in the Sold Assets by the Seller to the Buyer to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, any transfer of any property described in SECTIONS 2.1 or 2.2 is characterized by a court or other governmental authority as a loan rather than a sale, Seller shall be deemed hereunder to have granted to Buyer and its assignee, the Lender, a first priority security interest in all of Seller's right, title and interest in, to and under such Sold Assets. Such first priority security interest shall secure all of Seller's obligations (monetary or otherwise) under this Agreement and the other Credit Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. Buyer and its assignee, the Lender, shall have, with respect to such property, and in addition to all the other rights and remedies available to Buyer under this Agreement and applicable law, all the rights and remedies of a Lender under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Security Grant. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Obligations, each Pledgor hereby pledges and grants to the Payee a security interest in all of such Pledgors' right, title and interest in the following property, assets and revenues, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property, assets and revenues described in this Section 5 being collectively referred to herein as the “Collateral”): (a) all Pledged Shares; and (b) all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the Pledged Shares, including any amounts paid or owed to the Maker in connection with the Payee's or any of its subsidiaries' or affiliates' purchase of the Pledged Shares.

Security Grant. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Obligations, each of the Obligors hereby pledges and grants to the Payee a security interest in all of such ▇▇▇▇▇▇▇’s right, title and interest in all of its present and after acquired personal property (excluding Titanic Assets and Titanic Proceeds and Agreements, as defined below) including the following property, assets and revenues, whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property, assets and revenues described in this Section 8 being collectively referred to herein as the “Collateral”): (a) all accounts, as-extracted collateral, chattel paper (whether tangible or electronic), commercial tort claims, deposit accounts, documents, equipment, financial assets, fixtures, general intangibles, goods, pledged shares, instruments (including promissory notes), insurance, intellectual property, inventory, investment property, letter-of-credit rights, payment intangibles, receivables and receivables records, securities, securities accounts, security entitlements and software (as each such term is defined in the UCC); (b) all other tangible and intangible property whatsoever; and (c) all proceeds of and to any of the Collateral, provided that Collateral shall not include the Titanic Assets but in any event the Collateral shall include any and all proceeds of the Titanic Assets and all revenues, contracts and agreements arising out of the Titanic Assets, except with respect to any such proceeds, revenues, contracts and agreements received or entered into in violation of the Titanic Documents (such proceeds, revenues, contracts and agreements being referred to as the “Titanic Proceeds and Agreements”).