Intention of the Parties; Grant of Security Interest Sample Clauses

Intention of the Parties; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Conveyed Assets to be made pursuant to the terms hereof shall constitute an absolute assignment and a sale of such Contract by each Seller to the Trust and not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that this Agreement is deemed to be a security agreement and that each Seller shall be deemed to have granted to the Trust as of the related Conveyance Date a first priority perfected security interest in all of such Seller's right, title and interest in, to and under each Conveyed Asset, and all income and proceeds thereof. Such grant is made to secure the payment of all amounts payable under this Agreement.
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Intention of the Parties; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Conveyed Assets to be made pursuant to the terms hereof shall constitute a sale or capital contribution of (x) the Contracts by the Originator to Transferor I, and (y) the ownership interest or security interest of the Originator in each item of Equipment and any Residual Receipts by the Originator to Transferor II, and, in either case, not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale or capital contribution, it is the intention of the parties hereto that this Agreement is deemed to be a security agreement and that the Originator shall be deemed to have granted to the related Transferor as of the date hereof a first priority perfected security interest in all of the Originator's right, title and interest in, to and under the related Conveyed Asset, and all income and proceeds thereof.
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Intention of the Parties; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Conveyed Assets to be made pursuant to the terms hereof shall constitute a sale or capital contribution of such Lease by First Sierra to the Company and not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale or capital contribution, it is the intention of the parties hereto that First Sierra shall be deemed to have granted to the Company as of the date hereof a first priority perfected security interest in all of First Sierra's right, title and interest in, to and under each Conveyed Asset, and all proceeds thereof.
Sample 1
Intention of the Parties; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Eligible Mortgage Loans to be made pursuant to the terms hereof shall constitute an absolute assignment and a sale or capital contribution of such Eligible Mortgage Loan by the related Seller to the Trust and not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale or capital contribution, it is the intention of the parties hereto that this Loan Sale Agreement is deemed to be a security agreement and that such Seller shall be deemed to have granted to the Trust as of the date hereof a first priority perfected security interest in all of such Seller’s right, title and interest in, to and under each Mortgage Loan and all related Mortgage Documents whether now or hereafter acquired and wherever located, and all income and proceeds thereof. With respect to each REIT Mortgage Loan, it is the intention of the parties hereto that each transfer of the REIT Mortgage Loans to be made pursuant to the terms hereof shall constitute an absolute assignment and a sale or capital contribution of such REIT Mortgage Loan by MortgageIT Holdings to the REIT Sub-Trust and not a loan. With respect to each TRS Mortgage Loan, it is the intention of the parties hereto that each transfer of the TRS Mortgage Loans to be made pursuant to the terms hereof shall constitute an absolute assignment and a sale or capital contribution of such TRS Mortgage Loan by MortgageIT to the TRS Sub-Trust and not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale or capital contribution, it is the intention of the parties hereto that this Loan Sale Agreement is deemed to be a security agreement and that each Seller shall be deemed to have granted to the related Sub-Trust as of the date hereof a first priority perfected security interest in all of such Seller’s right, title and interest in, to and under each Mortgage Loan and all related Mortgage Documents whether now or hereafter acquired and wherever located, and all income and proceeds thereof.
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Intention of the Parties; Grant of Security Interest. 47 Section 11.1. Characterization; Grant of Security Interest 47 ARTICLE XII. MISCELLANEOUS 47 Section 12.1. Waivers and Amendments 47 Section 12.2. Notices 48 Section 12.3. Ratable Payments 49 Section 12.4. Protection of Ownership and Security Interests 49 Section 12.5. Confidentiality 50 Section 12.6. Limitation of Liability 51 Section 12.7. CHOICE OF LAW 51 Section 12.8. CONSENT TO JURISDICTION 51 Section 12.9. WAIVER OF JURY TRIAL 51 Section 12.10. Integration; Binding Effect; Term of Agreement; Survival of Terms 52 Section 12.11. Counterparts; Severability; Section References 52 Section 12.12. PATRIOT Act 52 Section 12.13. Recourse Against Certain Parties 52 Section 12.14. Post Closing Covenant 52
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Intention of the Parties; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Conveyed Assets to be made pursuant to the terms hereof shall constitute an absolute assignment and a sale of such Contract by each Seller to the Trust and not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that this Agreement is deemed to be a security agreement and that each Seller shall be deemed to have granted to the Trust as of the date
Sample 1
Intention of the Parties; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Eligible Mortgage Loans to be made pursuant to the terms hereof shall constitute an absolute assignment and a sale or capital contribution of such Eligible Mortgage Loan by the Seller to the Purchaser and not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale or capital contribution, it is the intention of the parties hereto that this Loan Purchase Agreement is deemed to be a security agreement and that the Seller shall be deemed to have granted to the Purchaser as of the date hereof a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under each Mortgage Loan and all related Mortgage Documents whether now or hereafter acquired and wherever located, and all income and proceeds thereof.
Sample 1
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Intention of the Parties; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Conveyed Assets to be made pursuant to the terms hereof shall constitute an absolute assignment and a sale of such Contract by each Seller to the Trust and not a loan. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that this Agreement and each Subsequent Transfer Agreement is deemed to be a security agreement and that each Seller shall be deemed to have granted to the Trust as of the related Conveyance Date a first priority perfected security interest in all of such Seller's right, title and interest in, to and under each Conveyed Asset, and all income and proceeds thereof. Such grant is made to secure the payment of all amounts payable under this Agreement and each related Subsequent Transfer Agreement.
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Related to Intention of the Parties; Grant of Security Interest

  • Grant of Security Interest All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

  • Grant of Security Interests In addition to the other rights provided in this Section 9.9, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Indebtedness or equity securities, by notice to Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

  • Pledge; Grant of Security Interest As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Agent for its benefit and for the benefit of the other Credit Parties, a Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:

  • Intended Characterization; Grant of Security Interest It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale, in part, and a capital contribution, in part, by the Seller to the Depositor and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale and contribution, it is the intention of the parties hereto that the Seller shall be deemed to have granted to the Depositor as of the date hereof a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2(a) hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the 3 provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as “debtor” and the Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale and contribution to the Depositor of the Seller’s entire right, title and interest in and to the Assets and the QSTL Assets. Each of the Seller, the Club, the Club Trustee and any of their Affiliates hereby agrees to make the appropriate entries in its general accounting records to indicate that the Timeshare Loans have been transferred to the Depositor and its subsequent assignees.

  • Reaffirmation of Security Interest The Borrower hereby reaffirms as of the date hereof each and every security interest and Lien granted in favor of the Security Agent and the Banks under the Loan Documents, and agrees and acknowledges that such security interests and Liens shall continue from and after the date hereof and shall remain in full force and effect from and after the date hereof, in each case after giving effect to the Credit Agreement as amended by this Amendment, and the Obligations secured thereby and thereunder shall include the Borrower’s obligations under the Credit Agreement as amended by this Amendment. Each such reaffirmed security interest and Lien remains and shall continue to remain in full force and effect and is hereby in all respects ratified and confirmed.

  • Reaffirmation of Security Interests Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

  • Assignment and Grant of Security Interest As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations and in order to induce the Lenders to make Loans in accordance with the terms of the Credit Agreement, the Pledgor hereby pledges and grants to the Administrative Agent (for the benefit of the Lenders), a first priority Lien on and security interest in and to, and agrees and acknowledges that Administrative Agent has and shall continue to have, a security interest in and to, and assigns, transfers, pledges and conveys to Administrative Agent (for the benefit of the Lenders) all of Pledgor's right, title, and interest in and to the Collateral.

  • Termination of Security Interests Upon the payment in full of the Obligations and satisfaction of all Borrower’s obligations under this Agreement and the other Loan Documents, and if Lender has no further obligations under its Commitment, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Borrower. Upon any such termination, the Lender shall, at Borrower’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination.

  • Grant of Security Interest in the Collateral To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

  • Grant of Security Interest in Collateral As an inducement for the Secured Parties to extend the loans as evidenced by the Debentures and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties a security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).

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