Common use of Assignment, Pledge and Grant of Security Interest Clause in Contracts

Assignment, Pledge and Grant of Security Interest. (a) To secure the timely payment and performance of the Obligations (as defined below), each Pledgor hereby assigns and pledges to Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if any, and grants to Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if any, a security interest in all the estate, right, title and interest of each such Pledgor, now owned or hereafter acquired, in, to and under any and all of the following (the "Collateral"): ---------- Such Pledgor's partnership interest in Borrower, including without limitation such Pledgor's (i) rights to receive all income, gain, profit, loss or other items allocated or distributed to such Pledgor under the Partnership Agreement, (ii) rights to receive all distributions of any nature whatsoever by Borrower with respect to such partnership interest; provided that the Collateral shall not include any Restricted Payments made pursuant to the terms of the Deposit and Disbursement Agreement, (iii) capital or ownership interest, including capital accounts, in Borrower, and all accounts, deposits or credits of any kind with Borrower, (iv) voting rights in or rights to control or direct the affairs of Borrower, (v) right, title and interest, as a partner in Borrower, in or to any and all of Borrower's assets or properties, (vi) other rights, title and interest in or to Borrower, and all rights to receive income, profit or other distributions from Borrower, of any nature whatsoever, in each case, as such rights are derived from such Pledgor's partnership interests in Borrower, (vii) claims for damages arising out of or for breach of or default relating to the Collateral, and (viii) rights to terminate, amend, supplement, modify or waive performance under the Partnership Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, along with all of the proceeds of any of the above and all "general intangibles" (as such term is defined in the UCC) constituting any of the above.

Assignment, Pledge and Grant of Security Interest. (a) 2.1 To secure the timely payment and performance of the Obligations (as defined below), each Pledgor hereby assigns and pledges to Collateral Administrative Agent for the benefit of Administrative Agent and the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if anyBanks, and grants to Collateral Administrative Agent for the benefit of Administrative Agent and the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if any, Banks a security interest in all the estate, right, title and interest of each such Pledgor, now owned or hereafter acquired, in, to and under any and all of the following (the "Collateral"): ---------- Such Any and all of Pledgor's partnership interest [PARTNERSHIP][LIMITED LIABILITY COMPANY] interest(s), whether now owned or subsequently acquired, in Borrowerthe Pledged Portfolio Entity, including including, without limitation limitation, the certificates representing such interest(s) and Pledgor's share of (i) all rights to receive all income, gain, profit, loss or other items allocated or distributed to such Pledgor under the Partnership Constituent Agreement, ; (ii) all rights to receive all income, profit or other distributions of any nature whatsoever by Borrower the Pledged Portfolio Entity with respect to such partnership interestinterest(s); provided that the Collateral shall not include any Restricted Payments made pursuant to the terms of the Deposit and Disbursement Agreement, (iii) all of Pledgor's capital or ownership interest, including capital accounts, in Borrowerthe Pledged Portfolio Entity, and all accounts, deposits or credits of any kind with Borrower, the Pledged Portfolio Entity; (iv) all of Pledgor's voting rights in or rights to control or direct the affairs of Borrower, the Pledged Portfolio Entity; (v) all of Pledgor's right, title and interest, as a partner interest in Borrowerthe Pledged Portfolio Entity, in or to any and all of Borrowerthe Pledged Portfolio Entity's assets or properties, ; (vi) all other rightsright, title and interest in or to Borrower, and all rights to receive income, profit or other distributions from Borrower, of any nature whatsoever, in each casethe Pledged Portfolio Entity, as such rights are derived from such Pledgor's partnership interests interest in Borrower, the Pledged Portfolio Entity; (vii) all claims of Pledgor for damages arising out of or for breach of or default relating to the Collateral, ; and (viii) all rights of Pledgor to terminate, amend, supplement, modify or waive performance under the Partnership Constituent Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, along with ; and (ix) all of the proceeds of any of the above and all above. [ADD ANY PARTNER PLEDGE AGREEMENT] [PROVIDED, HOWEVER, THAT "general intangiblesCOLLATERAL" (as such term is defined in the UCC) constituting any of the aboveSHALL NOT INCLUDE ANY CASH OR OTHER PROPERTY DISTRIBUTED TO PLEDGOR FOLLOWING A DISTRIBUTION MADE PURSUANT TO WATERFALL LEVELS 8 OR 10, AS THE CASE MAY BE, OF THE CREDIT AGREEMENT.]

Assignment, Pledge and Grant of Security Interest. (a) To secure the timely payment and performance of the Obligations (as defined below), each Pledgor hereby assigns and pledges to Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if any, and grants to Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if any, a security interest in all the estate, right, title and interest of each such Pledgor, now owned or hereafter acquired, in, to and under any and all of the following (the "Collateral"): ---------- Such Pledgor's partnership interest in BorrowerCLJV, including without limitation such Pledgor's (i) rights to receive all income, gain, profit, loss or other items allocated or distributed to such Pledgor under the Partnership Agreement, (ii) rights to receive all distributions of any nature whatsoever by Borrower the Pledgors with respect to such partnership interest; provided that the Collateral shall not include any Restricted Payments made pursuant to the terms of the Deposit and Disbursement Agreement, (iii) capital or ownership interest, including capital accounts, in BorrowerCLJV, and all accounts, deposits or credits of any kind with BorrowerCLJV, (iv) voting rights in or rights to control or direct the affairs of BorrowerCLJV, (v) right, title and interest, as a partner in BorrowerCLJV, in or to any and all of BorrowerCLJV's assets or properties, (vi) other rights, title and interest in or to BorrowerCLJV, and all rights to receive income, profit or other distributions from BorrowerCLJV, of any nature whatsoever, in each case, as such rights are derived from such Pledgor's partnership interests in BorrowerCLJV, (vii) claims for damages arising out of or for breach of or default relating to the Collateral, and (viii) rights to terminate, amend, supplement, modify or waive performance under the Partnership Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, along with all of the proceeds of any of the above and all "general intangibles" General Intangibles (as such term is defined in the UCC) constituting any of the above.

Assignment, Pledge and Grant of Security Interest. (a) To secure the timely payment and performance of the Obligations (as defined below), each Pledgor hereby assigns and pledges to Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if any, and grants to Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and all Permitted Additional Senior Lenders, if any, a security interest in all the estate, right, title and interest of each such Pledgor, now owned or hereafter acquired, in, to and under any and all of the following (the "Collateral"): ---------- Such Pledgor's partnership interest in BorrowerCLC, including without limitation such Pledgor's (i) rights to receive all income, gain, profit, loss or other items allocated or distributed to such Pledgor under the Partnership Agreement, (ii) rights to receive all distributions of any nature whatsoever by Borrower the Pledgors with respect to such partnership interest; provided that the Collateral shall not include any Restricted Payments made pursuant to the terms of the Deposit and Disbursement Agreement, (iii) capital or ownership interest, including capital accounts, in BorrowerCLC, and all accounts, deposits or credits of any kind with BorrowerCLC, (iv) voting rights in or rights to control or direct the affairs of BorrowerCLC, (v) right, title and interest, as a partner in BorrowerCLC, in or to any and all of BorrowerCLC's assets or properties, (vi) other rights, title and interest in or to BorrowerCLC, and all rights to receive income, profit or other distributions from BorrowerCLC, of any nature whatsoever, in each case, as such rights are derived from such Pledgor's partnership interests in BorrowerCLC, (vii) claims for damages arising out of or for breach of or default relating to the Collateral, and (viii) rights to terminate, amend, supplement, modify or waive performance under the Partnership Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, along with all of the proceeds of any of the above and all "general intangibles" General Intangibles (as such term is defined in the UCC) constituting any of the above.