Shared Collateral Clause Samples

Shared Collateral other goods and personal property, whether tangible or intangible, now owned or hereafter acquired by such Obligor and such Partnership Obligor or in which such Obligor and such Partnership Obligor now has or hereafter acquires any rights and wherever located;

Shared Collateral. The Company will provide, and will cause certain subsidiaries to provide, collateral interests in substantially all their personal property in which the collateral interests may be perfected by the filing of Uniform Commercial Code financing statements and in certain capital stock or other equity interests in certain subsidiaries (the “Shared Collateral” which term shall, for the avoidance of doubt, include all collateral in which the Collateral Agent now or in the future has a lien pursuant to the Collateral Documents, except that such term will not include the capital stock of PAS unless the inclusion of such capital stock is consented to in writing by the Administrative Agent (or, if there is no Administrative Agent, the Majority Banks)) as security for (i) the Bank Debt, (ii) the Other Guaranty Shared Collateral Debt, and (iii) obligations under those interest rate protection, foreign currency exchange agreements and similar agreements with lenders under the Bank Credit Agreement or with their affiliates identified on Schedule 2.1(b) or with the written approval of the Administrative Agent (or if there is no Administrative Agent, the Majority Banks) (collectively, as more particularly described in the Collateral Documents, the “Shared Collateral Secured Obligations”). In each case, the liens and security interests in the Shared Collateral will be given as common shared liens and interests in favor of the Collateral Agent and shall rank pari passu for the ratable benefit of the holders of the Shared Collateral Secured Obligations. Notwithstanding anything contained herein or in any other agreement to the contrary, including but not limited to the Bank Credit Agreement and the Collateral Documents, the Credit Balance Account shall not be deemed Shared Collateral. 1.4 Section 2.2 (Undertakings), Section 2.4 (Proceeds of Collateral), Section 2.5 (Release and Disposition of Collateral), Section 2.6 (Restrictions on Transfer of Shared Collateral Debt), Section 2.7 (Replacement of Collateral Agent), Section 2.8 (Intercreditor Arrangements in Bankruptcy), Section 2.9 (Liability of Collateral Agent) and Section 2.10 (Indemnification of Collateral Agent) are hereby deleted and replaced with “[Intentionally Omitted]”. 1.5 Section 3.3 (Termination) is amended to read as follows:

Shared Collateral. With respect to the Shared Collateral: 4.5.1 any Shared Collateral Proceeds received by the Disbursement Agent, the Intercreditor Agent or the Securities Intermediary shall be retained by the Disbursement Agent, the Intercreditor Agent or the Securities Intermediary and (i) shall be deposited into the Company's Funds Account pursuant to Section 5.1.1 of the Disbursement Agreement (except as otherwise specifically required by the terms of any Account Agreement), or (ii), if received after the date of Final Completion, shall be retained in an account maintained by the Intercreditor Agent for the benefit of the Bank Lenders and the Mortgage Note Holders; provided, however, that any unused insurance proceeds available for application to the Secured Obligations pursuant to Section 5.20 of the Disbursement Agreement (if received prior to the Mall Release Date, such sums shall be allocated between the Mall and the Hotel/Casino in accordance with Section 4.8) shall be applied to repayment of the Obligations of the Secured Lenders in the order of priority of their respective liens on the Hotel/Casino Collateral in accordance with Section 2.1 (and, with respect to such amounts allocated to the Mall prior to the Mall Release Date, in the order of priority of their respective liens on the Mall Collateral in accordance with Section 2.1). 4.5.2 if a Secured Credit Party is entitled to Exercise Remedies against such Shared Collateral in accordance with the applicable provisions of Section 4.6.1 or Section 4.6.2 below, such Exercise of Remedies shall be in accordance with Section 4.7.1 and Section 4.7.1 and the Shared Collateral shall be allocated between the Mall and the Hotel/Casino in accordance with Section 4.8 below; and 4.5.3 prior to the Mall Release Date, notwithstanding the commencement of the Exercise of Remedies against the Shared Collateral, in the event that all Disbursement Agreement Defaults are cured (or are waived, as provided for in Section 4.4 of this Agreement), and the Disbursement Agent delivers an Advance Confirmation Notice to the Secured Credit Parties, then all Shared Collateral Proceeds (except to the extent such Shared Collateral Proceeds have been realized upon in accordance with Section 4.7.1) shall be used to pay Project Costs.

Shared Collateral. Notwithstanding anything to the contrary contained in the New Note Security Documents or the TransTexas Note Security Documents, Shared Collateral in the possession of the Collateral Agent pursuant to this Agreement, in the possession of TEC or the TEC Note Trustee pursuant to any of the New Note Security Documents, or in the possession of the TransTexas Note Trustee pursuant to any of the TransTexas Note Security Documents shall, pursuant to Section 9-305 of the Uniform Commercial Code as in effect in the State of New York, be held by such party in possession for its own account to the extent of its interest therein, and as pledgeholder and bailee for each of the other Secured Creditors, so that each of the Secured Creditors shall be deemed to have possession of such Shared Collateral. Each Secured Creditor is authorized and directed by the Issuer to deliver to the Collateral Agent for the benefit of the Secured Creditors pursuant to this Agreement any Shared Collateral now or hereafter in the possession of such Secured Creditor, and none of such Shared Collateral shall be released or distributed to the Issuer without the prior written consent of the TEC Note Trustee, on behalf of the Junior Secured Creditor, and the TransTexas Note Trustee, on behalf of the Senior Secured Creditors.

Shared Collateral. For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the "Shared Collateral": (a) Pledged Stock; (b) Pledged LLC Interests; (c) Pledged Partnership Interests; (d) Pledged Notes; (e) all the Equipment located at any Principal Property ("Principal Property Equipment"); (f) all books and records pertaining to the property described in this Section 2.1; and (g) to the extent not otherwise included, all Proceeds.

Shared Collateral. 7 Section 2.2 Grant of Security Interest in Shared Collateral.......................7 Section 2.3 Collateral Account....................................................7

Shared Collateral. Any Shared Collateral Proceeds received by the Intercreditor Agent shall, except to the extent otherwise required pursuant to the REA, be retained by the Intercreditor Agent in an account maintained by the Intercreditor Agent for the benefit of the Secured Parties and (i) shall be used to complete the Phase 1A Addition pursuant to funding mechanics reasonably acceptable to the Bank Agent or (ii), if received after Phase 1A Completion, shall be applied to repayment of the Obligations of the Secured Lenders in the order of priority of their respective Liens on the Collateral in accordance with SECTION 2.1 hereof, subject to their respective Facilities. Notwithstanding the foregoing, all rents and other proceeds received by the Intercreditor Agent prior to Phase 1A Completion in respect of Space Leases (as defined in the Bank Deed of Trust) shall be applied (i) first to make Protective Advances, (ii) second, to pay interest due and payable under the Bank Credit Agreement and (iii) third, to complete the Phase 1A Addition pursuant to funding mechanics reasonably acceptable the Bank Agent.

Shared Collateral. Notwithstanding anything to the contrary contained in this Agreement, subject to the Intercreditor Agreement, the delivery of, or grant of “control” with respect to, any and all Collateral (other than the Parkdale JV Interests Collateral) to the ABL Agent (as defined in the Intercreditor Agreement) shall constitute compliance with the delivery or grant of control requirements of this Agreement and shall not constitute a breach or violation of the terms of this Agreement or the other Loan Documents.

Shared Collateral. The definition of the term “Shared Collateral” in Section 1.1 is hereby amended and restated, in its entirety, as follows: