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

Assignment, Pledge and Grant of Security Interest. 2.1 To secure the timely payment and performance of the Obligations (as defined in Section 3 hereof) Owner does hereby assign, grant and pledge to, and subject to a security interest in favor of, Administrative Agent, on behalf of and for the benefit of Administrative Agent and the Banks, all the estate, right, title and interest of Owner, whether now owned or hereafter acquired, in, to and under: 2.1.1 The following agreements and documents, as amended from time to time (individually, an "Assigned Agreement," and collectively, the "Assigned Agreements") and all of Owner's rights thereunder: (a) all Project Documents and Turbine Purchase Contracts with respect to which Owner is or may become a party from time to time; (b) the insurance policies maintained or required to be maintained by Owner or any other Person under any Operative Document; and (c) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements. 2.1.2 the Portfolio Entity Notes from each Project Owner and Turbine Owner (collectively, the "Project/Turbine Owner Portfolio Entity Notes"); 2.1.3 all other personal property and fixtures of Owner, including without limitation personal property and fixtures relating to any Project or Turbine, whether now owned or existing or hereafter acquired or arising, or in which Owner may have an interest, and 2 397 wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including without limitation all machinery, tools, engines, turbines (including combustion turbines and steam turbine generators), boilers, fuel storage tanks, control equipment, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, as-extracted collateral, equipment, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, pipes and pipelines supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, trademarks and trade names, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Owner; 2.1.4 all goods, money, instruments, investment securities, investment property, accounts, contract rights, commercial tort claims, letters of credit, letter of credit rights, payment intangibles, promissory notes, software, supporting obligations, documents, deposit accounts, chattel paper (including tangible and electronic chattel paper), general intangibles, and inventory, including without limitation those relating to any Project or Turbine; and 2.1.5 the proceeds of all of the foregoing (all of the collateral described in clauses 2. 1.1 through 2.1.5, being herein collectively referred to as the "Collateral"), including without limitation, (a) all rights of Owner to receive moneys due and to become due under or pursuant to the Collateral; (b) all rights of Owner to receive the return of any premiums for, or proceeds of, any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive any condemnation proceeds; (c) all claims of Owner for damages arising out of, or for breach of or default under, the Assigned Agreements or any other Collateral; (d) all rights of Owner to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; and (e) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. 2.2 In order to effectuate the foregoing, Owner has heretofore delivered, or concurrently with the delivery hereof, is delivering to Administrative Agent an executed counterpart or certified copy of each of the Assigned Agreements. Owner will likewise deliver to Administrative Agent an executed counterpart of each future lease, construction agreement, operation agreement and other agreement, including without limitation those relating to any Project or Turbine or any part thereof, and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Owner promptly upon the execution thereof. Notwithstanding anything to the contrary contained herein, no such future lease, construction agreement, operation agreement or other material agreement may be entered into by Owner except as permitted under the Credit Documents. 2.3 Notwithstanding anything to the contrary contained herein, Owner shall remain liable under each of the Assigned Agreements to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and Administrative Agent shall have no obligation or liability under any of such 3 398 Assigned Agreements by reason of or arising out of this Agreement, nor shall Administrative Agent be required or obligated in any manner to perform or fulfill any obligations of Owner thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time. 2.4 If any default by Owner under any of the Assigned Agreements shall occur and be continuing, then Administrative Agent shall, at its option and after the expiration of the applicable cure periods under Section 8.1.7 of the Credit Agreement, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Owner and to the parties to the Assigned Agreement or Assigned Agreements for which Administrative Agent intends to remedy the default. After giving such notice of its intent to cure such default and upon the commencement thereof, Administrative Agent will proceed diligently to cure such default. Any cure by Administrative Agent of Owner's default under any of the Assigned Agreements shall not be construed as an assumption by Administrative Agent or any of the Banks of any obligations, covenants or agreements of Owner under such Assigned Agreement, and neither Administrative Agent nor any of the Banks shall be liable to Owner or any other Person as a result of any actions undertaken by Administrative Agent in curing or attempting to cure any such default, except as set forth in Section 12.13 of the Credit Agreement. This Agreement shall not be deemed to release or to affect in any way the obligations of Owner under the Assigned Agreements.

Assignment, Pledge and Grant of Security Interest. 2.1 To secure the timely payment and performance of the Obligations (as defined in Section 3 hereof) Owner does hereby assign, grant and pledge to, and subject to a security interest in favor of, Administrative Agent, on behalf of and for the benefit of Administrative Agent and the Banks, all the estate, right, title and interest of Owner, whether now owned or hereafter acquired, in, to and under: 2.1.1 The following agreements and documents, as amended from time to time (individually, an "Assigned Agreement," and collectively, the "Assigned Agreements") and all of Owner's rights thereunder: (a) all Owner's interest in any Equipment Lease or Project Documents and Turbine Purchase Contracts with respect to which Owner is or may become a party from time to timeDocument; (b) the insurance policies maintained or required to be maintained by Owner or any other Person under the Credit Agreement or Project Documents; (c) to the extent assignable, all other agreements, including vendor warranties, running to Owner or assigned to Owner, relating to the purchase of the Equipment or any Operative Documentpart thereof, or transport of material, equipment and other parts of the Equipment or any part thereof; and (cd) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements.; 2.1.2 the Portfolio Entity Notes from each Project Owner and Turbine Owner (collectively, the "Project/Turbine Owner Portfolio Entity Notes"); 2.1.3 all other personal property and fixtures of Owner, including without limitation the Equipment and personal property and fixtures relating to any Project or Turbinethe Equipment, whether now owned or existing or hereafter acquired or arising, or in which Owner may have an interest, and 2 397 wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including without limitation all machinery, tools, engines, turbines (including combustion turbines and steam turbine generators), boilers, fuel storage tanks, control equipment, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, as-extracted collateral, equipment, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, pipes and pipelines supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, trademarks and trade names, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Owner; 2.1.4 2.1.3 all goods, money, instruments, investment securities, investment property, accounts, contract rights, commercial tort claims, letters of credit, letter of credit rights, payment intangibles, promissory notes, software, supporting obligations, documents, deposit accounts, chattel paper (including tangible and electronic chattel paper), general intangibles, and inventory, including without limitation those relating to any Project or Turbinethe Equipment; and 2.1.5 2.1.4 the proceeds of all of the foregoing (all of the collateral described in clauses 2. 1.1 through 2.1.52.1.4, being herein collectively referred to as the "Collateral"), including without limitation, (a) all rights of Owner to receive moneys due and to become due under or pursuant to the Collateral; (b) all rights of Owner to receive the return of any premiums for, or proceeds of, any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive any condemnation proceeds; (c) all claims of Owner for damages arising out of, or for breach of or default under, the Assigned Agreements or any other Collateral; (d) all rights of Owner to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; and (e) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. 2.2 In order to effectuate the foregoing, Owner has heretofore delivered, or concurrently with the delivery hereof, is delivering to Administrative Agent an executed counterpart or certified copy of each of the Assigned Agreements. Owner will likewise deliver to Administrative Agent an executed counterpart of each future lease, construction agreement, operation agreement and other agreement, including without limitation those relating to any Project or Turbine the purchase of the Equipment or any part thereof, and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Owner promptly upon the execution thereof. Notwithstanding anything to the contrary contained herein, no such future lease, construction agreement, operation agreement or other material agreement may be entered into by Owner except as permitted under the Credit Documents. 2.3 Notwithstanding anything to the contrary contained herein, Owner shall remain liable under each of the Assigned Agreements to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and Administrative Agent shall have no obligation or liability under any of such 3 398 Assigned Agreements by reason of or arising out of this Agreement, nor shall Administrative Agent be required or obligated in any manner to perform or fulfill any obligations of Owner thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time. 2.4 If any default by Owner under any of the Assigned Agreements shall occur and be continuing, then Administrative Agent shall, at its option and after the expiration of the applicable cure periods under Section 8.1.7 of the Credit Agreement, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Owner and to the parties to the Assigned Agreement or Assigned Agreements for which Administrative Agent intends to remedy the default. After giving such notice of its intent to cure such default and upon the commencement thereof, Administrative Agent will proceed diligently to cure such default. Any cure by Administrative Agent of Owner's default under any of the Assigned Agreements shall not be construed as an assumption by Administrative Agent or any of the Banks of any obligations, covenants or agreements of Owner under such Assigned Agreement, and neither Administrative Agent nor any of the Banks shall be liable to Owner or any other Person as a result of any actions undertaken by Administrative Agent in curing or attempting to cure any such default, except as set forth in Section 12.13 of the Credit Agreement. This Agreement shall not be deemed to release or to affect in any way the obligations of Owner under the Assigned Agreements.

Assignment, Pledge and Grant of Security Interest. 2.1 To secure the timely payment and performance of the Obligations (as defined in Section 3 hereof) Owner does hereby assign, grant and pledge to, and subject to a security interest in favor of, Administrative Agent, on behalf of and for the benefit of Administrative Agent and the Banks, all the estate, right, title and interest of Owner, whether now owned or hereafter acquired, in, to and under: 2.1.1 The following agreements and documents, as amended from time to time (individually, an "Assigned Agreement," and collectively, the "Assigned Agreements") and all of Owner's rights thereunder: (a) all Owner's interest in any Equipment Lease or Project Documents and Turbine Purchase Contracts with respect to which Owner is or may become a party from time to timeDocument; (b) the insurance policies maintained or required to be maintained by Owner or any other Person under the Credit Agreement or Project Documents; (c) to the extent assignable, all other agreements, including vendor warranties, running to Owner or assigned to Owner, relating to the purchase of the Equipment or any Operative Documentpart thereof, or transport of material, equipment and other parts of the Equipment or any part thereof; and (cd) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements.; 2.1.2 the Portfolio Entity Notes from each Project Owner and Turbine Owner (collectively, the "Project/Turbine Owner Portfolio Entity Notes"); 2.1.3 all other personal property and fixtures of Owner, including without limitation the Equipment and personal property and fixtures relating to any Project or Turbinethe Equipment, whether now owned or existing or hereafter acquired or arising, or in which Owner may have an interest, and 2 397 wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including without limitation all machinery, tools, engines, turbines (including combustion turbines and steam turbine generators), boilers, fuel storage tanks, control equipment, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, as-extracted collateral, equipment, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, pipes and pipelines supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, trademarks and trade names, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Owner;turbines 2.1.4 2.1.3 all goods, money, instruments, investment securities, investment property, accounts, contract rights, commercial tort claims, letters of credit, letter of credit rights, payment intangibles, promissory notes, software, supporting obligations, documents, deposit accounts, chattel paper (including tangible and electronic chattel paper), general intangibles, and inventory, including without limitation those relating to any Project or Turbinethe Equipment; and 2.1.5 2.1.4 the proceeds of all of the foregoing (all of the collateral described in clauses 2. 1.1 through 2.1.52.1.4, being herein collectively referred to as the "Collateral"), including without limitation, (a) all rights of Owner to receive moneys due and to become due under or pursuant to the Collateral; (b) all rights of Owner to receive the return of any premiums for, or proceeds of, any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive any condemnation proceeds; (c) all claims of Owner for damages arising out of, or for breach of or default under, the Assigned Agreements or any other Collateral; (d) all rights of Owner to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; and (e) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. 2.2 In order to effectuate the foregoing, Owner has heretofore delivered, or concurrently with the delivery hereof, is delivering to Administrative Agent an executed counterpart or certified copy of each of the Assigned Agreements. Owner will likewise deliver to Administrative Agent an executed counterpart of each future lease, construction agreement, operation agreement and other agreement, including without limitation those relating to any Project or Turbine the purchase of the Equipment or any part thereof, and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Owner promptly upon the execution thereof. Notwithstanding anything to the contrary contained herein, no such future lease, construction agreement, operation agreement or other material agreement may be entered into by Owner except as permitted under the Credit Documents. 2.3 Notwithstanding anything to the contrary contained herein, Owner shall remain liable under each of the Assigned Agreements to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and Administrative Agent shall have no obligation or liability under any of such 3 398 Assigned Agreements by reason of or arising out of this Agreement, nor shall Administrative Agent be required or obligated in any manner to perform or fulfill any obligations of Owner 3 468 thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time. 2.4 If any default by Owner under any of the Assigned Agreements shall occur and be continuing, then Administrative Agent shall, at its option and after the expiration of the applicable cure periods under Section 8.1.7 of the Credit Agreement, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Owner and to the parties to the Assigned Agreement or Assigned Agreements for which Administrative Agent intends to remedy the default. After giving such notice of its intent to cure such default and upon the commencement thereof, Administrative Agent will proceed diligently to cure such default. Any cure by Administrative Agent of Owner's default under any of the Assigned Agreements shall not be construed as an assumption by Administrative Agent or any of the Banks of any obligations, covenants or agreements of Owner under such Assigned Agreement, and neither Administrative Agent nor any of the Banks shall be liable to Owner or any other Person as a result of any actions undertaken by Administrative Agent in curing or attempting to cure any such default, except as set forth in Section 12.13 of the Credit Agreement. This Agreement shall not be deemed to release or to affect in any way the obligations of Owner under the Assigned Agreements.

Assignment, Pledge and Grant of Security Interest. 2.1 To secure the timely payment and performance of the Obligations (as defined in Section 3 hereof) Owner does hereby assign, grant and pledge to, and subject to a security interest in favor of, Administrative Agent, on behalf of and for the benefit of Administrative Agent and the Banks, all the estate, right, title and interest of Owner, whether now owned or hereafter acquired, in, to and under: 2.1.1 The following agreements and documents, as amended from time to time (individually, an "Assigned Agreement," and collectively, the "Assigned Agreements") and all of Owner's rights thereunder: (a) all Project Documents and Turbine Purchase Contracts Equipment Leases with respect to which Owner is or may become a party from time to time; (b) the insurance policies maintained or required to be maintained by Owner or any other Person under any Operative Document; and (c) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements. 2.1.2 the Portfolio Entity Notes from each Project Owner and Turbine Owner Equipment Finance Company (collectively, the "Project/Turbine Owner Equipment Finance Company Portfolio Entity Notes"); 2.1.3 all other personal property and fixtures of Owner, including without limitation personal property and fixtures relating to any Project equipment or TurbineEquipment Lease, whether now owned or existing or hereafter acquired or arising, or in which Owner may have an interest, and 2 397 wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including without limitation all machinery, tools, engines, turbines (including combustion turbines and steam turbine generators), boilers, fuel storage tanks, control equipment, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, as-extracted collateral, equipment, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, pipes and pipelines supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, trademarks and trade names, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Owner;control 2.1.4 all goods, money, instruments, investment securities, investment property, accounts, contract rights, commercial tort claims, letters of credit, letter of credit rights, payment intangibles, promissory notes, software, supporting obligations, documents, deposit accounts, chattel paper (including tangible and electronic chattel paper), general intangibles, and inventory, including without limitation those relating to any Project equipment or TurbineEquipment Lease; and 2.1.5 the proceeds of all of the foregoing (all of the collateral described in clauses 2. 1.1 through 2.1.5, being herein collectively referred to as the "Collateral"), including without limitation, (a) all rights of Owner to receive moneys due and to become due under or pursuant to the Collateral; (b) all rights of Owner to receive the return of any premiums for, or proceeds of, any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive any condemnation proceeds; (c) all claims of Owner for damages arising out of, or for breach of or default under, the Assigned Agreements or any other Collateral; (d) all rights of Owner to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; and (e) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. 2.2 In order to effectuate the foregoing, Owner has heretofore delivered, or concurrently with the delivery hereof, is delivering to Administrative Agent an executed counterpart or certified copy of each of the Assigned Agreements. Owner will likewise deliver to Administrative Agent an executed counterpart of each future lease, construction agreement, operation agreement and other agreement, including without limitation those relating to any Project equipment or Turbine Equipment Lease or any part thereof, and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Owner promptly upon the execution thereof. Notwithstanding anything to the contrary contained herein, no such future lease, construction agreement, operation agreement or other material agreement may be entered into by Owner except as permitted under the Credit Documents. 2.3 Notwithstanding anything to the contrary contained herein, Owner shall remain liable under each of the Assigned Agreements to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and Administrative Agent shall have no obligation or liability under any of such 3 398 Assigned Agreements by reason of or arising out of this Agreement, nor shall Administrative Agent be required or obligated in any manner to perform or fulfill any obligations of Owner thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time.payment 2.4 If any default by Owner under any of the Assigned Agreements shall occur and be continuing, then Administrative Agent shall, at its option and after the expiration of the applicable cure periods under Section 8.1.7 of the Credit Agreement, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Owner and to the parties to the Assigned Agreement or Assigned Agreements for which Administrative Agent intends to remedy the default. After giving such notice of its intent to cure such default and upon the commencement thereof, Administrative Agent will proceed diligently to cure such default. Any cure by Administrative Agent of Owner's default under any of the Assigned Agreements shall not be construed as an assumption by Administrative Agent or any of the Banks of any obligations, covenants or agreements of Owner under such Assigned Agreement, and neither Administrative Agent nor any of the Banks shall be liable to Owner or any other Person as a result of any actions undertaken by Administrative Agent in curing or attempting to cure any such default, except as set forth in Section 12.13 of the Credit Agreement. This Agreement shall not be deemed to release or to affect in any way the obligations of Owner under the Assigned Agreements.