Common use of Collateral Grant Clause in Contracts

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the Lenders, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional Borrower’s rights, titles, interest and privileges in (x) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, and any successor or substitute accounts, together with all of such Additional Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vi) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating to the foregoing; and (vii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments or other assets to the extent any valid contract with respect to such Investment or asset or any applicable law prohibits the grant of a security interest in such Investment, asset or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such Investment, asset or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a Borrower, (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, (e) Excluded Amounts and (f) Investments held by the Initial Borrower.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers and General Partners, as applicable, each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower▇▇▇▇▇▇▇▇’s and the General Partner’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower▇▇▇▇▇▇▇▇’s or the General Partner’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower▇▇▇▇▇▇▇▇’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower▇▇▇▇▇▇▇▇’s and the General Partner’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account each Capital Account, if applicable, and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional each Borrower’s and the General Partner’s rights, titles, interest and privileges in the Assets and each Special Purpose Entity; (xvi) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, Asset Accounts and any successor or substitute accounts, together with all of such Additional the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vivii) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, including all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating related to the foregoingforgoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments Assets or other assets to the extent any valid contract with respect to such Investment Asset or asset investment or any applicable law prohibits the grant of a security interest in such InvestmentAsset, asset investment or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such InvestmentAsset, asset investment or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a BorrowerBorrower (other than a Special Purpose Entity), (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, and (e) Excluded Amounts and (f) Investments held by the Initial BorrowerAmounts.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Capital Account and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional Borrower’s rights, titles, interest and privileges in the Assets and each Special Purpose Entity; (xvi) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, Asset Account and any successor or substitute accounts, together with all of such Additional the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vivii) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, including all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating related to the foregoingforgoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments Assets or other assets to the extent any valid contract with respect to such Investment Asset or asset investment or any applicable law prohibits the grant of a security interest in such InvestmentAsset, asset investment or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such InvestmentAsset, asset investment or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a BorrowerBorrower (other than a Special Purpose Entity), (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, and (e) Excluded Amounts and (f) Investments held by the Initial BorrowerAmounts.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower▇▇▇▇▇▇▇▇’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower▇▇▇▇▇▇▇▇’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower▇▇▇▇▇▇▇▇’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower▇▇▇▇▇▇▇▇’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account Capital Account, if applicable, and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional Borrower▇▇▇▇▇▇▇▇’s rights, titles, interest and privileges in the Assets and each Special Purpose Entity; (xvi) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, Asset Accounts and any successor or substitute accounts, together with all of such Additional the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vivii) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, including all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating related to the foregoingforgoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments Assets or other assets to the extent any valid contract with respect to such Investment Asset or asset investment or any applicable law prohibits the grant of a security interest in such InvestmentAsset, asset investment or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such InvestmentAsset, asset investment or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a BorrowerBorrower (other than a Special Purpose Entity), (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, and (e) Excluded Amounts and (f) Investments held by the Initial BorrowerAmounts.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the Lenders, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower’s Bo▇▇▇▇▇▇’▇ rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower’s Bo▇▇▇▇▇▇’▇ right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower’s Bo▇▇▇▇▇▇’▇ rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower’s Bo▇▇▇▇▇▇’▇ rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account and any successor or substitute accounts, together with all of the applicable Borrower’s Bo▇▇▇▇▇▇’▇ right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional Borrower’s rights, titles, interest and privileges in (x) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, and any successor or substitute accounts, together with all of such Additional Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vi) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating to the foregoing; and (vii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments or other assets to the extent any valid contract with respect to such Investment or asset or any applicable law prohibits the grant of a security interest in such Investment, asset or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such Investment, asset or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a Borrower, (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, (e) Excluded Amounts and (f) Investments held by the Initial Borrower.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers and General Partners, as applicable, each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower▇▇▇▇▇▇▇▇’s and the General Partner’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower▇▇▇▇▇▇▇▇’s or the General Partner’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower▇▇▇▇▇▇▇▇’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower▇▇▇▇▇▇▇▇’s and the General Partner’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) each Capital Account and any successor or substitute accounts, together with all of the Collateral applicable ▇▇▇▇▇▇▇▇’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) all of each Borrower’s and the General Partner’s rights, titles, interest and privileges in the Assets and each Special Purpose Entity; (vi) the Asset Account and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vvii) in the case only of Additional Borrowers, all of such Additional Borrower’s rights, titles, interest and privileges in (x) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, and any successor or substitute accounts, together with all of such Additional Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vi) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, including all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating related to the foregoingforgoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments Assets or other assets to the extent any valid contract with respect to such Investment Asset or asset investment or any applicable law prohibits the grant of a security interest in such InvestmentAsset, asset investment or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such InvestmentAsset, asset investment or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a BorrowerBorrower (other than a Special Purpose Entity), (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, and (e) Excluded Amounts and (f) Investments held by the Initial BorrowerAmounts.

Collateral Grant. In order to To secure the payment of the principal of and interest on the Loans and other Obligations and until in accordance with their terms, the payment and performance in full of such Obligations all of the sums payable under this Agreement, the Loan Agreement and the expiration or termination of all Commitments hereunder other Transaction Documents and the termination performance of the covenants contained in this Agreement, the Loan Agreement and the other Transaction Documents, the respective Borrowers each Borrower hereby pledges, charges and assigns by way of security Grants to Administrative Agent and grants to Administrative the Collateral Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account and any successor or substitute accounts, together with all of the applicable Diamond – Collateral and Servicing Agreement #39303843 Borrower’s right, title, title and interest in and to such accountthe following whether now owned or hereafter acquired and any and all benefits accruing to the Borrower from, (i) the Timeshare Loans, (ii) the Qualified Substitute Timeshare Loans and Additional Timeshare Loans, if any, (iii) the Receivables in respect of each Timeshare Loan due on and after the applicable Cut-Off Date, (iv) the related Timeshare Loan Documents, (v) all Related Security in respect of each Timeshare Loan, (vi) all rights and remedies under the Transfer Agreements, the Sale Agreement, the Purchase Agreement, any Hedge Agreements and the Custodial Agreement, (vii) all rights and remedies under the Undertaking Agreement, (viii) all amounts in or to be deposited to each Trust Account, (ix) any Retained Assets and (x) proceeds of the foregoing (including, without limitation, all sums or cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, and other property now or forms of obligations and receivables which at any time hereafter on deposit therein, credited thereto, constitute all or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) part or are included in the case only proceeds of Additional Borrowers, all any of such Additional Borrower’s rights, titles, interest and privileges in (x) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, and any successor or substitute accounts, together with all of such Additional Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vi) in the case only of Additional Borrowers, all other assets of such Additional Borrowerforegoing, including, without limitation, all instrumentsany Retained Asset Proceeds) (collectively, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating to the foregoing; and (vii) all proceeds of any and all of the foregoing“Subject Collateral”). Notwithstanding the foregoing, the Subject Collateral shall not include any (ai) Miscellaneous Payments and Processing Charges made by an Obligor and (ii) any Investments Timeshare Loan released from the lien of this Agreement in accordance with the terms hereof and any Related Security, Timeshare Loan Files, income or other assets to the extent any valid contract with respect proceeds related to such Investment or asset or any applicable law prohibits the grant of a security interest in such Investment, asset or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such Investment, asset or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a Borrower, (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, (e) Excluded Amounts and (f) Investments held by the Initial Borrowerreleased Timeshare Loan.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers and General Partners, as applicable, each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower’s and the General Partner’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower’s or the General Partner’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower’s and the General Partner’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral theeach Capital Account and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional sucheach Borrower’s and the General Partner’s rights, titles, interest and privileges in the Assets and each Special Purpose Entity; (xvi) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, Asset Account and any successor or substitute accounts, together with all of such Additional the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vivii) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, including all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating related to the foregoingforgoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments Assets or other assets to the extent any valid contract with respect to such Investment Asset or asset investment or any applicable law prohibits the grant of a security interest in such InvestmentAsset, asset investment or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such InvestmentAsset, asset investment or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a BorrowerBorrower (other than a Special Purpose Entity), (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, and (e) Excluded Amounts and (f) Investments held by the Initial BorrowerAmounts.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers and General Partners, as applicable, each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower▇▇▇▇▇▇▇▇’s and the General Partner’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower▇▇▇▇▇▇▇▇’s or the General Partner’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower▇▇▇▇▇▇▇▇’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower▇▇▇▇▇▇▇▇’s and the General Partner’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account each Capital Account, if applicable, and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional each Borrower’s and the General Partner’s rights, titles, interest and privileges in the Assets and each Special Purpose Entity; (xvi) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, Asset Accounts and any successor or substitute accounts, together with all of such Additional the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vivii) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, including all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating related to the foregoingforgoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments Assets or other assets to the extent any valid contract with respect to such Investment Asset or asset investment or any applicable law prohibits the grant of a security interest in such InvestmentAsset, asset investment or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such InvestmentAsset, asset investment or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a BorrowerBorrower (other than a Special Purpose Entity), (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, and (e) Excluded Amounts Amounts, and (f) Investments held by the Initial Borrowerany Excluded Collateral.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and the expiration or termination of all Commitments hereunder and the termination of the Loan Documents, the respective Borrowers each hereby pledges, charges and assigns by way of security to Administrative Agent and grants to Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and Lien on their respective rights in the following (to the extent applicable), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such BorrowerB▇▇▇▇▇▇▇’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such BorrowerB▇▇▇▇▇▇▇’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such BorrowerB▇▇▇▇▇▇▇’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such BorrowerB▇▇▇▇▇▇▇’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account Capital Account, if applicable, and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional BorrowerB▇▇▇▇▇▇▇’s rights, titles, interest and privileges in the Assets and each Special Purpose Entity; (xvi) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, Asset Accounts and any successor or substitute accounts, together with all of such Additional the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vivii) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, including all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating related to the foregoingforgoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments Assets or other assets to the extent any valid contract with respect to such Investment Asset or asset investment or any applicable law prohibits the grant of a security interest in such InvestmentAsset, asset investment or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such InvestmentAsset, asset investment or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a BorrowerBorrower (other than a Special Purpose Entity), (d) cash or cash equivalents, repurchase agreements and any other liquid investment products, and (e) Excluded Amounts and (f) Investments held by the Initial BorrowerAmounts.

Collateral Grant. In order to secure the Obligations and until payment and performance in full of such Obligations and Obligations, the expiration or termination of all Commitments hereunder and the complete termination of the Loan DocumentsLetters of Credit, the respective Borrowers complete termination of the Commitments, the Credit Agreement and the FX Swap Contracts, each Pledgor hereby pledges, charges transfers and collaterally assigns by way of security to Administrative Agent Lender and grants to Administrative Agent, for the benefit of the Lenders, Lender a first priority security interest in and Lien on their its respective rights in the following (to the extent applicable)following, whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such BorrowerPledgor’s rights to make Capital Calls on Investors and issue Capital Calls to Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such BorrowerGP Person’s right to require or demand that the Investors make Capital Contributions to such Borrowerits applicable Borrower Fund Party; (ii) all of such Borrowerthe applicable Borrower Fund Party’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by InvestorsContributions; (iii) all of such BorrowerPledgor’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents its Fund Document and Subscription Agreements to make, issue notices with respect to, and enforce, Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) such Pledgor’s rights, titles, interests, remedies and privileges under its Fund Document and each Subscription Agreement relating to Capital Commitments and Capital Calls and other rights of such Pledgor under its Constituent Documents and each Subscription Agreement to call for Capital Contributions and to receive the same, and the enforcement thereof, all rights and remedies with respect to any Defaulting Investor, including, all rights and remedies as contemplated by such Pledgor’s Fund Documents and Subscription Agreements; (v) each such Borrower Fund Party’s Collateral Account and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional BorrowerBorrower Fund Party’s rights, titles, interest and privileges in (x) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, and any successor or substitute accounts, together with all of such Additional Borrower’s right, title, and interest interests in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vi) in the case only of Additional Borrowerseach such Borrower Fund Party’s rights, all other assets of such Additional Borrowertitles, includinginterests, without limitationremedies, all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts and privileges under the Uniform Commercial Code or otherwise relating Feeder Fund A Security Agreement; (vii) all books and records related to the foregoing; and (viiviii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include (a) any Investments or other assets to the extent any valid contract with respect to such Investment not otherwise included, additions to, accessions to, substitutions of, products or asset or any applicable law prohibits the grant of a security interest in such Investment, asset or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such Investment, asset or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, (b) Margin Stock, (c) equity interests in any Subsidiary of a Borrower, (d) cash or cash equivalents, repurchase agreements foregoing assets and any other liquid investment products, (e) Excluded Amounts and (f) Investments held by the Initial Borrowerproperties.

Collateral Grant. In order to secure (a) For the Obligations and until payment and performance in full avoidance of such Obligations and doubt, each Guarantor that is the expiration owner of a Vessel or termination of all Commitments hereunder and the termination of the Loan Documentsthat is an Internal Charterer, the respective Borrowers each hereby pledges, charges assigns and assigns by way of security transfers to Administrative Agent the Pari Passu Collateral Agent, and hereby grants to Administrative Agentthe Pari Passu Collateral Agent (as defined herein), for the ratable benefit of the Lenders, a first priority security interest in and Lien on their respective rights Secured Parties (as defined in the following (to the extent applicableSecurity Agreement), whether now existing or hereafter acquired or arising and wherever located (the “Collateral”): (i) all of such Borrower’s rights to make Capital Calls on Investors and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of such Borrower’s right to require or demand that the Investors make Capital Contributions to such Borrower; (ii) all of such Borrower’s rights, titles, interests and privileges in and to the Capital Commitments, the Uncalled Capital Commitments, Pending Capital Calls and Capital Contributions made by Investors; (iii) all of such Borrower’s rights, titles, interests, remedies, and privileges under the applicable Operative Documents and Subscription Agreements to issue Capital Calls and to receive and enforce the funding of Capital Contributions; (iv) the Collateral Account and any successor or substitute accounts, together with all of the applicable Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (v) in the case only of Additional Borrowers, all of such Additional Borrower’s rights, titles, interest and privileges in (x) the Investments, whether now existing or hereafter acquired or arising and wherever located, and (y) its Investment Collection Account, and any successor or substitute accounts, together with all of such Additional Borrower’s right, title, and interest in and to such account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable thereon, and all instruments, documents, certificates, and other writings evidencing such account; (vi) in the case only of Additional Borrowers, all other assets of such Additional Borrower, including, without limitation, all instruments, documents, general intangibles, investment property, supporting obligations, accounts, or deposit accounts under the Uniform Commercial Code or otherwise relating to the foregoing; and (vii) all proceeds of any and all holders of the foregoing. Notwithstanding the foregoing2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral shall not include (a) any Investments or other assets to Agent, the extent any valid contract with respect to such Investment or asset or any applicable law prohibits Second Term Loan Agent, the grant of Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in such Investment, asset or contract; provided, however, that this clause (a) shall not exclude the cash proceeds of any such Investment, asset or contract or any prohibition invalidated by Sections 9-406, 9-407, 9-408 or 9-409 all of the UCC(i) Insurances (as defined in the Assignments of Insurances) and other amounts described in the Assignments of Insurances, and (ii) freights, hires and other moneys earned by the Vessels and other amounts more fully described in the Assignments of Earnings, in each case now owned or at any time hereafter acquired by such Guarantor or in which such Guarantor now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof. (b) Margin StockThe TE Owner, hereby pledges, assigns and transfers to the Pari Passu Collateral Agent, and hereby grants to the Pari Passu Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Security Agreement), including, without limitation, the holders of the 2013 Notes, the 2013 Indenture Trustee, the 2013 Indenture Collateral Agent, the Second Term Loan Agent, the Second Term Loan Collateral Agent, the Second Term Loan Lenders, the A&R Credit Agreement Agent and the A&R Credit Agreement Lenders, a security interest in all of (i) the Assigned Rights (as defined in the Deed of Assignment), and (ii) the proceeds of all drawings payable to the TE Owner under the Refund Guarantee, in each case now owned or at any time hereafter acquired by the TE Owner or in which the TE Owner now has or at any time in the future may acquire any right, title or interest, and any proceeds thereof. (c) equity This Agreement secures, and the interests assigned by Guarantors that are internal charterers of Vessels, and the TE Owner, respectively, as applicable, in any Subsidiary their respective Assignments of a BorrowerInsurances or Assignments of Earnings or Tungsten Explorer Assignments, as applicable, are collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepay, declaration, acceleration, demand or otherwise (dincluding the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) cash of the Bankruptcy Code (as defined in the Security Agreement)), of (i) all Secured Obligations (as defined in the Ship Mortgage covering each Vessel, and expanded upon in Section 1.1(a) of this Agreement) or cash equivalents(ii) all Secured Liabilities (as defined in the Deed of Assignment covering the Tungsten Explorer) including, repurchase agreements without limitation, the 2013 Note Obligations, the Second Term Loan Obligations and any other liquid investment products, (e) Excluded Amounts and (f) Investments held by the Initial BorrowerA&R Credit Agreement Obligations.