Certain Defined Terms. The following terms used in this Agreement shall have the following meanings: "Administrative Agent" is defined in the preamble. "Agreement" means this Security Agreement as it may be amended, supplemented, amended and restated or otherwise modified from time to time. "Assigned Agreements" means all of the agreements and documents, as amended, supplemented or otherwise modified from time to time described in clauses (A) through (H) of Section 2.1. "Collateral" is defined in Section 2.1.... "Construction Loan Agreement" is defined in the fifth recital. "Copyrights" is defined in clause (V) of Section 2.1. "Debtor" is defined in the preamble. "Excluded Collateral" is defined in Section 2.1. "LCR" shall mean Lido Casino Resort, LLC, a Nevada limited liability company. "Lenders" is defined in the fifth recital. "Marks" is defined in clause (U) of Section 2.1. "Patents" is defined in clause (V) of Section 2.1. "Permitted Liens" shall have the meaning assigned to such term in the Construction Loan Agreement. "Phase II Hotel/Casino Retail Stores" means certain retail stores and restaurant space that are to be leased by LCR to Phase II Mall Subsidiary pursuant to the Master Lease. "Phase II Mall" means the Phase II Mall Space (a portion of which shall be initially leased by Phase II Mall Subsidiary from LCR pursuant to the Phase II Mall Lease and eventually transferred from LCR to Phase II Mall Subsidiary upon its designation as one or more separate legal parcels in accordance with the Disbursement Agreement to become the Phase II Mall Air 2 Parcel, a portion of which shall be leased by Phase II Mall Subsidiary pursuant to the Walgreens Lease and a portion of which shall be leased by PhaseII Mall Subsidiary pursuant to the Master Lease) and the Phase II Mall Improvements located therein, in each case to be integrated with the Phase II Hotel/Casino and the Existing Facility. "Phase II Mall Air Parcel" means the one or more separate legal parcels owned or to be owned in fee simple by Phase II Mall Subsidiary after the Phase II Mall Air Space is subdivided in accordance with Section 5.11 of the Disbursement Agreement and within which a portion of the Phase II Mall Improvements is to be constructed. "Phase II Mall Air Space" shall have the meaning assigned to such term in the Deed of Trust. "Phase II Mall Cash Management Account" shall have the meaning assigned to such term in the Disbursement Agreement. "Phase II Mall Equity Account" shall have the meaning assigned to such term in the Disbursement Agreement. "Phase II Mall Improvements" shall have the meaning assigned to such term in the Deed of Trust. "Phase II Mall Lease" means that certain Indenture of Lease, dated as of the date hereof by and between LCR and Phase II Mall Subsidiary covering the Phase II Mall Air Space, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof. "Phase II Mall Loan Proceeds Account" shall have the meaning assigned to such term in the Disbursement Agreement. "Phase II Mall SA Assignment Agreement" means that certain Assignment and Assumption Agreement and First Amendment to Agreement, dated as of the date hereof, among LCR, as the assignor, Phase II Mall Subsidiary Holding, as the assignee, and GGP. "Phase II Mall Sale Agreement" means the Agreement, dated as of April 12, 2004 between LCR and GGP, as amended by the Phase II Mall SA Assignment Agreement, and as the same may be further amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof. "Phase II Mall Sale Agreement Proceeds" has the meaning set forth in Granting Clause G of the Deed of Trust. "Phase II Mall Space" means, collectively, the space in which the Phase II Hotel/Casino Retail Stores will be situated (which shall be leased by Phase II Mall Subsidiary pursuant to the Master Lease), the Phase II Mall Air Space (which shall be initially leased by Phase II Mall Subsidiary from LCR pursuant to the Phase II Mall Lease and eventually transferred from LCR to Phase II Mall Subsidiary upon its designation as one or more separate legal parcels in 3 accordance with the Disbursement Agreement to become the Phase II Mall Air Parcel), the Phase II Mall Air Parcel and the Walgreens Air Space. "Phase II Mall Subsidiary" is defined in the preamble. "Phase II Mall Subsidiary Holding" is defined in the preamble. "Phase II Mall Substantial Completion Date" shall have the meaning assigned to such term in the Disbursement Agreement. "Potential Event of Default" shall have the meaning assigned to such term in the Construction Loan Agreement. "Project Costs" is defined in the Disbursement Agreement. "Receivables" shall mean all of the Debtor's accounts and accounts receivable, including, without limitation, all rights to payment for goods sold or leased or secured or for services rendered which are not evidenced by an instrument or chattel paper, all other present or future rights for money due or to become due, all of the accounts, chattel paper, instruments, promissory notes, contract rights, documents, other obligations and general intangibles for money due or to become due of any kind, in each case whether now existing or hereafter arising and wherever arising and whether or not earned by performance. "Scotiabank" is defined in the preamble. "Secured Obligations" is defined in Section 3.1. "Supplemental Mall Cash Account" shall have the meaning assigned to such term in the Disbursement Agreement. "UCC" shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions. "Walgreens Air Space" shall have the meaning assigned to such term in the Deed of Trust. "Walgreens Lease" means that certain commercial lease dated as of February 2004 between LCR, as tenant, and CAP II Buccaneer, LLC, a New Mexico limited liability company, as landlord, assigned in accordance with the terms of the Construction Loan Agreement by LCR to Phase II Mall Subsidiary.View More
Certain Defined Terms. As used in this Agreement, except as otherwise set forth herein, each capitalized term shall have the meaning ascribed to such term in Exhibit A.
Certain Defined Terms. For purposes of the Loan Documents, capitalized terms shall have the meanings as defined in this Agreement (including, as applicable, each Annex to this Agreement and Appendix A to this Agreement).
Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Account Collateral" means all right, title and interest of each of the Account Secured Parties in, to and under (a) each Collection Account and (b) the Items Collateral. "Account Secured Party" means each of the Receivables Facility SPV, the RFA Administrative Agent, each Joined Party and each Securitization SPV.... "Administrative Agents" means, collectively, the RFA Administrative Agent and each Joined Party. "Agreement" has the meaning set forth in the recitals. "Allocation Services" has the meaning set forth in Section 6(a). "Business Day" means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in New York City, New York or San Francisco, California. "Collateral" means, collectively, the Receivables and the Customer Charges. "Collection Account" means each account listed on Schedule I to this Agreement (as such schedule may be modified from time to time in connection with the closing or opening of any Collection Account in accordance with the terms hereof and of each Financing Agreement) (in each case, in the name of the Company) and maintained at a bank or other financial institution acting as a Collection Account Bank pursuant to a Collection Account Control Agreement for the purpose of receiving Collections. -2- "Collection Account Agent" has the meaning set forth in the preamble. "Collection Account Bank" means any of the banks or other financial institutions holding one or more Collection Accounts. "Collection Account Control Agreement" means each agreement, in form and substance satisfactory to the Collection Account Agent, among the Company, the Collection Account Agent and a Collection Account Bank, governing the terms of the related Collection Accounts that provides the Collection Account Agent with control within the meaning of the UCC over the deposit accounts subject to such agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Collections" means, with respect to any item of Collateral or Account Collateral, all funds that are received by the Company, any affiliate of the Company in payment of any amounts with respect to such Collateral or Account Collateral (including purchase price, service charges, finance charges, interest, fees and all other charges) and all Proceeds of such Collateral or Account Collateral. "Company" has the meaning set forth in the preamble. "Control Direction" has the meaning set forth in Section 12.1. "Control Period" means the period commencing on the date of delivery of a Control Direction to the Collection Account Agent by any Administrative Agent and continuing until the date such Control Direction is rescinded by delivery to the Collection Account Agent of the related Termination Notice. "Credit and Collection Policy" means, as the context may require, those receivables credit and collection policies and practices of the Company in effect on the date hereof and described in Exhibit C. "Customer Charges" has the meaning set forth in the recitals. "Customers" has the meaning set forth in the recitals. "Default" means the occurrence of any event that causes any "Event of Default", "Termination Event", "Servicer Termination Event" or other similar term defined in the RFA or any Joined Party Transaction Document. "Diverted Funds" has the meaning set forth in Section 5.7. "Excess Amount" has the meaning set forth in Section 5.7. -3- "Financing Agreement" means any of the RFA and any Joined Party Transaction Document. "Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). "Indemnified Amounts" has the meaning set forth in Section 28. "Indemnified Party" has the meaning set forth in Section 28. "Indemnitee" has the meaning set forth in Section 18.6. "Items Collateral" means, collectively, all checks, drafts, instruments, cash and other items at any time received in and/or for deposit to any Collection Account, and all wire transfers of funds, automated clearing house entries, credits from a merchant card transaction and other electronic funds transfers or other funds deposited in, credited to, or held for deposit in or credit to, any Collection Account. "Joinder Agreement" has the meaning set forth in the preamble "Joined Party" has the meaning set forth in the preamble. "Joined Party Account" with respect to any Joined Party, means the account, if any, specified as such in the related Joinder Agreement. "Joined Party Lenders" with respect to any Joined Party Transaction, each lender, note holder, purchaser or other party that has any right to receive payment under such Joined Party Transaction that is secured by any Joined Party Transaction Collateral. "Joined Party Transaction Collateral" means with respect to any Joined Party Transaction, the Customer Charges identified in the related Joinder Agreement, together with all Collections and Proceeds thereof. For the avoidance of doubt, "Joined Party Transaction Collateral" shall not include any Receivables or Proceeds thereof. "Joined Party Transaction" means the Transaction evidenced by the Joined Party Transaction Documents related to a Joinder Agreement. "Joined Party Transaction Documents" has the meaning set forth in the applicable Joinder Agreement. "Lenders" means the Receivables Lenders or the Joined Party Lenders, as applicable. "Lien" means any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security title, security interest or other arrangement which as the practical effect of constituting a security interest or encumbrance, or encumbrance or servitude of any kind to secure or assure the payment of indebtedness, obligation or liability, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing. -4- "Lock-Box" means each locked postal box with respect to which a Collection Account Bank has executed a Collection Account Control Agreement pursuant to which it has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables or any Customer Charges and which is listed on Schedule I (as such schedule may be modified from time to time in connection with the addition or removal of any Lock-Box in accordance with the terms hereof and of each Financing Agreement). "Organizational Documents" means with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person and (b) the bylaws or operating agreement (or the equivalent governing documents) of such Person. "Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or any Governmental Authority. "Pro Rata Portion" means, with respect to any Administrative Agent, a percentage, (a) the numerator of which is the aggregate notional amount owing to the related Lenders under the related Financing Agreement and (b) the denominator of which is the aggregate amount owing under all Financing Agreements. "Proceeds" has the meaning given to the term "proceeds" under the UCC. "Purchase Agreement" has the meaning set forth in the recitals. "Rating Agency Condition" has the meaning or meanings (if any) set forth in the Receivables Documents or the Joined Party Transaction Documents and if not so defined therein, means the consent of the Administrative Agent with respect to each Transaction. "Receivables" has the meaning given to such term in the RFA. "Receivables Documents" has the meaning set forth in the recitals. "Receivables Facility" means the receivables financing transaction evidenced by the Receivables Documents. "Receivables Facility Collateral" has the meaning set forth in the recitals. "Receivables Facility SPV" has the meaning set forth in the recitals. "Receivables Facility SPV Account" has the meaning given to the term "Borrower Account" in the RFA. -5- "Receivables Lenders" has the meaning set forth in the recitals. "Replacement Collection Agent" has the meaning set forth in Section 6(b). "Required Parties" means, in the case of any Control Direction, any of the Administrative Agents, in the case of a Termination Notice, the Administrative Agent that delivered the related Control Direction, and in the case of any other direction made hereunder, all of the Administrative Agents. "Requirement of Law" means, as to any Person, the Organizational Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Retained Assets" has the meaning set forth in Section 3. "RFA" has the meaning set forth in the recitals. "RFA Administrative Agent" has the meaning set forth in the preamble. "Securitization SPV" means the issuer or borrower of indebtedness secured by Customer Charges identified as Joined Party Transaction Collateral. "Securitization SPV Account" with respect to any Securitization SPV, means the account, if any, specified as such in the related Joinder Agreement. "Servicer" has the meaning set forth in the recitals. "Servicer Notice" has the meaning set forth in Section 6(b). "Termination Notice" has the meaning set forth in Section 12.1. "Transaction" means the Receivables Facility or a transaction involving a Joined Party pursuant to such Joined Party's Joined Party Transaction Documents, as applicable. "Transaction Documents" means the Receivables Documents or the Joined Party Transaction Documents, as applicable. "UCC" means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction. "Unallocated Items" has the meaning set forth in Section 5.5.View More
