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

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor Pledgor hereby assigns, pledges, assigns and grants pledges to the Collateral Trustee Agent for the benefit of the Trustee, the Holders of the Senior Secured Parties 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 lien on and continuing security interest in all of such Grantor’s the estate, right, title and interest of each such Pledgor, now owned or hereafter acquired, in, to and underunder any and all of the following (the "Collateral"): ---------- Such Pledgor's partnership interest in Borrower, all items described in this Section 2, whether now owned or hereafter acquired by including without limitation such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”): Pledgor's (i) rights to receive all Contractsincome, all Contract Rightsgain, Contract Documents and Accounts associated with such Contracts and each and every document granting security profit, loss or other items allocated or distributed to such Grantor Pledgor under any such Contract; the Partnership Agreement, (ii) rights to receive all Accounts; 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 Inventory; accounts, deposits or credits of any kind with Borrower, (iv) all Equipment; 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 General Intangibles; of Borrower's assets or properties, (vi) other rights, title and interest in or to Borrower, and all Investment Property; 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) all Fixtures; 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 Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidremedies thereunder, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection along with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described proceeds of any of the above and all "general intangibles" (as such term is defined in this Section 2the UCC) constituting any of the above. (b) Notwithstanding anything contained herein to the contrary, it is the intention This Agreement and all of each Grantor, the Collateral Trusteesecure the payment and performance of Borrower's obligations under the Guarantee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be inincluding, but not in excess oflimited to, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any all amounts owed to Collateral Agent, Trustee, the Holders of the Senior Secured ObligationsNotes and the Permitted Additional Senior Lenders, if any, of every kind and description (whether or not evidenced by any note or instrument and whether or not for the amount payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to Guarantee, including all interest, fees, charges, expenses, attorney's fees and accountant's fees (all such obligations being herein called the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law."Obligations"). -----------

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Administrative Agent for the benefit of the Secured Parties a lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral TrusteeAdministrative Agent, and the other Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee Administrative Agent hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Secured Party for the benefit of the Secured Parties Beneficiaries a lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment PropertyProperty (other than (A) any Investment Property to the extent pledged by a Grantor under the Amended and Restated Pledge Agreement dated as of August 27, 2007 among the Borrower, certain Subsidiaries of the Borrower party thereto from time to time, and the Secured Party, (B) the Equity Interest in Rio Grande Pipeline Company owned by Navajo Southern, Inc., (C) the Equity Interest in Plains JV owned by Plains Holdco, (D) the Equity Interest in UNEV JV owned by UNEV Holdco, and (E) the Equity Interest in any Future JVs owned by Future Holdcos); (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Interest Rate Contract in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, Secured Party and the Secured Parties other Beneficiaries that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee Secured Party hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Administrative Agent for the benefit of the Secured Parties a lien Lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all checking, savings, deposit or other account of such Grantor and all other accounts held in the name of such Grantor; (ix) all Cash Collateral; (ixx) any governmental approvals, permits, licenses, authorizations, consents, rulings, tariffs, rates, certifications, waivers, exemptions, filings, claims, orders, judgments and decrees and other Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which each a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability“Governmental Approval”); (xxi) any right to receive a payment under any Hedge Contract Hedging Arrangement in connection with a termination thereof; (xixii) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, control of well, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xiixiii) any and all liens Liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiiixiv) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xivxv) without limiting the generality of the foregoing, all other personal property, goods, InstrumentsAccounts, Certificated Securities, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Contracts, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Letters of Credit, Money, Payment Intangibles, Proceeds, Securities, Securities Account, Security Entitlements, Supporting Obligations, Uncertificated Securities, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xvxvi) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2.; (b) Notwithstanding any other provision set forth in this Section 2 or elsewhere in this Agreement, all Excluded Property shall be excluded from the Lien and security interest granted hereunder and shall not constitute “Collateral”; provided, however, that the exclusion from the Lien and security interest granted by such Grantor hereunder of any Contract Rights of any of the Grantors under one or more of the Excluded Contracts shall not limit, restrict or impair the grant by such Grantor of the Lien and security interest in any Accounts or receivables arising under any such Excluded Contract or any payments due or to become due thereunder unless such receivables or payments themselves constitute Excluded Property. [NTD: Equity in Unrestricted Subsidiaries will be excluded.] (c) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral TrusteeAdministrative Agent, and the other Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens Liens and security interest granted to the Collateral Trustee Administrative Agent hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Administrative Agent for the benefit of the Secured Parties a lien Lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described personal property and interests in this Section 2such personal property, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):), including, without limitation: (i) all Contracts, all Contract RightsRights (including, without limitation, pursuant to any Permitted Intercompany Debt), Contract Documents (including, without limitation, Contract Documents evidencing the Permitted Intercompany Debt) and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all InventoryInventory and Inventory Records; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment PropertyProperty including without limitation all Securities Accounts; (vii) all Fixtures; (viii) all Cash CollateralLetters of Credit, Letter-of-Credit Rights and Supporting Obligations; (ix) all Commercial Tort Claims including without limitation those described on Schedule 1 attached hereto; (x) all Instruments (including, without limitation, Instruments evidencing the Permitted Intercompany Debt); (xi) all Documents (including, without limitation, Documents evidencing the Permitted Intercompany Debt); (xii) all Deposit Accounts and checking, savings, and other accounts of such Grantor and all other accounts held in the name of such Grantor; (xiii) all amounts from time to time held in any Legal Requirements Deposit Accounts and checking, savings, and other accounts of such Grantor, including, if applicable, all moneys, Proceeds or sums due or to become due therefrom or thereon and all documents (including, but not limited to passbooks, certificates and receipts) evidencing all funds and investments held in such accounts; (xiv) any Permits now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability)Grantor; (xxv) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xixvi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xiixvii) any and all liens Liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which that is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiiixviii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are Contract that is pledged hereunder; (xivxix) without limiting the generality of the foregoing, all other personal property, goodsGoods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; (xx) all books and records relating to the Collateral; and (xvxxi) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2; provided, however, that notwithstanding any of the other provisions set forth in this Section 2, (A) this Security Agreement shall not constitute a grant of a security interest in, and the Collateral shall not include, (1) any of the outstanding Voting Securities of any direct or indirect Subsidiary that is organized or incorporated outside of the United States of America and treated as a “controlled foreign corporation” as defined in Section 957 of the Code in excess of 65% of such Voting Securities, (2) any right or interest in any Equipment subject to Liens that are permitted pursuant to Section 6.01(b) of the Credit Agreement (the “Encumbered Equipment”), Contract or Permit of any Grantor to the extent that a grant or perfection of a Lien in favor of the Administrative Agent in any such Encumbered Equipment, Contract or Permit is prohibited by or would result in a breach or termination of, and would, in and of itself, cause or result in a default under, the documentation governing such Liens or the Debt secured by such Liens, enabling another Person party to such purchase contract or lease relating to Encumbered Equipment, Contract or Permit to enforce any remedy with respect thereto; provided that the exclusion set forth in this clause (2) shall not apply (i) if such breach, termination or default or the applicable prohibition could be avoided or waived, as applicable, upon the applicable Grantor obtaining the consent of any Grantor or its respective Affiliates, including, without limitation, in the case of affiliate and intercompany agreements, (ii) if such prohibition has been waived or such other Person has otherwise consented to the creation hereunder of a security interest in such Encumbered Equipment, Contract or Permit, or (iii) to the extent that any described prohibition is unenforceable under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law (including applicable Debtor Relief Laws); provided further, that immediately upon the ineffectiveness, lapse or termination of any such provision such Grantor shall be deemed to have granted such security interest in all its right, title and interest in and to such items described in this clause (2) as if such provision had never been in effect, (3) Excluded Accounts, and (4) any “Pledged Collateral” as such term is defined in the Pledge Agreement (any such items described in clauses (1) through (4) above shall be referred to herein as “Excluded Collateral”) and (B) the representations, warranties and covenants contained in this Agreement shall not apply to any “Pledged Collateral” as such term is defined in the Pledge Agreement; provided, however, that “Excluded Collateral” shall not include the right to receive any Proceeds arising therefrom or any Proceeds, substitutions or replacements of any Excluded Collateral (unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Collateral). (b) Notwithstanding any provision in this Agreement to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) with a fair market value of less than $100,000 and located within an area having special flood hazards and in which flood insurance is available under the National Flood Insurance Act of 1968 included in the definition of “Collateral” (as herein defined) and no such Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement. (c) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, Administrative Agent and the other Secured Parties that the amount of the Secured Obligation Obligations secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens Liens and security interest granted to the Collateral Trustee Administrative Agent hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Administrative Agent for the benefit of the Secured Parties a lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral TrusteeAdministrative Agent, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee Administrative Agent hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for 2.1 To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor Pledgor hereby assigns, pledgesassigns and pledges to Administrative Agent for the benefit of Administrative Agent and the Banks, and grants to the Collateral Trustee Administrative Agent for the benefit of Administrative Agent and the Secured Parties Banks a lien on and continuing security interest in all of such Grantor’s the estate, right, title and interest of Pledgor, now owned or hereafter acquired, in, to and under, under any and all items described in this Section 2of the following (the "Collateral"): Any and all of Pledgor's [PARTNERSHIP][LIMITED LIABILITY COMPANY] interest(s), whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectivelysubsequently acquired, in the Pledged Portfolio Entity, including, without limitation, the “Collateral”): certificates representing such interest(s) and Pledgor's share of (i) all Contractsrights to receive all income, all Contract Rightsgain, Contract Documents and Accounts associated with such Contracts and each and every document granting security profit, loss or other items allocated or distributed to such Grantor Pledgor under any such Contract; the Constituent Agreement; (ii) all Accounts; rights to receive all income, profit or other distributions of any nature whatsoever by the Pledged Portfolio Entity with respect to such interest(s); (iii) all Inventory; of Pledgor's capital or ownership interest, including capital accounts, in the Pledged Portfolio Entity, and all accounts, deposits or credits of any kind with the Pledged Portfolio Entity; (iv) all Equipment; of Pledgor's voting rights in or rights to control or direct the affairs of the Pledged Portfolio Entity; (v) all General Intangibles; of Pledgor's right, title and interest in the Pledged Portfolio Entity, in or to any and all of the Pledged Portfolio Entity's assets or properties; (vi) all Investment Property; other right, title and interest in or to the Pledged Portfolio Entity, as such rights are derived from Pledgor's interest in the Pledged Portfolio Entity; (vii) all Fixtures; claims of Pledgor for damages arising out of or for breach of or default relating to the Collateral; and (viii) all Cash Collateral;rights of Pledgor to [ADD FOR MEMBER PLEDGE AGREEMENT] [PROVIDED, HOWEVER, THAT "COLLATERAL" SHALL 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.] [ADD FOR NON-AFFILIATE PARENT PLEDGE AGREEMENT] [PROVIDED, HOWEVER, THAT "COLLATERAL" SHALL NOT INCLUDE ANY CASH OR OTHER PROPERTY DISTRIBUTED TO PLEDGOR FOLLOWING A DISTRIBUTION MADE PURSUANT TO WATERFALL LEVEL 7 OF THE CREDIT AGREEMENT.] 2.2 If any default by Pledgor under the Constituent Agreement (ixa "Constituent Agreement Default") shall occur, Administrative Agent shall, at its option, be permitted (but shall not be obligated) to remedy any Legal Requirements now or hereafter held such Constituent Agreement Default by giving written notice of such Grantor intent to the Pledged Portfolio Entity and Pledgor. Administrative Agent shall have a period of 60 days after giving such notice in which to cure such Constituent Agreement Default. In the event that any such Constituent Agreement Default (except that monetary defaults) shall not be reasonably curable within such sixty-day period, neither the Pledged Portfolio Entity nor any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or Person acting on behalf of the Pledged Portfolio Entity, including, without limitation, a general partner of the Pledged Portfolio Entity, shall exercise any remedies thereunder if Administrative Agent shall, within such Grantor60-day period, including casualty initiate action to cure such Constituent Agreement Default and liability, business interruption, and proceed diligently to the curing thereof within 120 days after giving written notice of a Constituent Agreement Default. Any cure by Administrative Agent of a Constituent Agreement Default shall not be construed as an assumption by Administrative Agent or any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties the Banks of any manufacturer obligations, covenants or contractor agreements of Pledgor under the Constituent Agreement, and, subject to Section 12.13 of the Credit Agreement, neither Administrative Agent nor any other Person; (xii) of the Banks shall be liable for any and all liens and security interests (together with action taken pursuant to this subsection 2.2 to cure any such Constituent Agreement Default, except as set forth in Section 12.13 of the documents evidencing such security interests) granted Credit Agreement. This Agreement shall not be deemed to such Grantor by an obligor release or to secure such obligor’s obligations owing under affect in any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees way the obligations of an obligor Pledgor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2Constituent Agreement. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor does hereby assignsassign as collateral, pledgesgrant a security interest in, and grants pledge, to the Collateral Trustee for the benefit Trustee, on behalf of the Secured Parties a lien on and continuing security interest in holders of the Notes, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of such Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) the following agreements and documents, as amended from time to time (individually, an "ASSIGNED AGREEMENT," collectively, the "ASSIGNED AGREEMENTS") and all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such of Grantor's rights thereunder: (A) the Satellite Contract; (iiB) all Accountsthe Launch Contract; (iiiC) all Inventorythe TT&C Agreement; (ivD) all Equipmentcasualty insurance policies maintained or required to be maintained under the Indenture with respect to EchoStar IV or other tangible property included in the Collateral, including the Launch Insurance and all in-orbit insurance and all loss proceeds and other amounts payable to Grantor thereunder, and all eminent domain proceeds; (vE) any lease or sublease agreements or easement agreements relating to ground stations, or any part thereof, or any ancillary facilities, to which Grantor may be or become a party, and in each case which are used in the telemetry, tracking and control of EchoStar IV; and (F) all General Intangibles;amendments, supplements, substitutions and renewals to any of the aforesaid agreements. (viii) the proceeds of all Investment Property; of the foregoing (viiall of the collateral described in clause (i) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidbeing herein collectively referred to as the "COLLATERAL"), voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) including (A) all policies rights of insurance Grantor to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds rights of Grantor to receive return of any premiums for or proceeds of any insurance, and indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (C) all rights, now claims of Grantor for damages arising out of or hereafter held by such Grantor to any warranties for breach of any manufacturer or contractor of default under the Assigned Agreements or any other Person; Collateral, (xiiD) any all rights of Grantor under the Assigned Agreements, including rights to perform thereunder and to compel performance and otherwise exercise all liens remedies thereunder and security interests (together with E) to the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest extent not included in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything the foregoing grant, (i) the Trustee shall be deemed to have released, without further action whatsoever, its security interest in any asset the sale of which is not prohibited by the Indenture, upon the sale of such asset, and (ii) the Trustee shall execute such documents and instruments as shall be reasonably requested by any of the Grantors to effectuate the foregoing clause (i). (c) In order to effectuate the foregoing, each of the Grantors have heretofore represented and warranted or concurrently herewith represent and warrant that they have delivered true and correct copies of each of the Launch Contract, Satellite Contract and the contract for Launch Insurance and there have been no amendments, alterations, modifications or waivers thereto or in the exhibits or schedules thereto that have not been delivered therewith. (d) Anything herein contained herein to the contrarycontrary notwithstanding, each of the Grantors shall remain liable under each of the Assigned Agreements, to perform all of the obligations undertaken by it is thereunder, all in accordance with and pursuant to the intention of each Grantor, the Collateral Trusteeterms and provisions thereof, and the Secured Parties that Trustee shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement, nor shall the amount of the Secured Obligation secured by each Grantor’s interests Trustee be required or obligated in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule manner to perform or regulation fulfill any obligations of any Governmental Authority applicable Grantor thereunder or to such Grantor. Accordinglymake any payment, notwithstanding anything or to make any inquiry as to the contrary contained in this Security Agreement in nature or sufficiency of any other agreement payment received by it, or instrument executed in connection with 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 or times. (e) Subject to the terms of the Secured ObligationsIndenture, upon the occurrence and during the continuance of an Event of Default, each of the Grantors does hereby constitute the Trustee, acting for and on behalf of the Noteholders, the amount true and lawful attorney of such Grantor, irrevocably, with full power (in the name of such Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Secured Obligations secured Assigned Agreements or any of the other Collateral, including any insurance policies, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Trustee may deem to be necessary or advisable; provided, however, that the Trustee shall give any Grantor notice of any action taken by it as such Grantor's attorney-in-fact promptly after taking any such action. (f) If any default by any Grantor under any of the Assigned Agreements shall occur, the Trustee shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to the applicable Grantor and to the parties to each Assigned Agreement in default. Any curing by the Trustee of any Grantor’s interests 's default under any of the Assigned Agreements shall not be construed as an assumption by the Trustee of any obligations, covenants or agreements of such Grantor under such Assigned Agreements, and the Trustee shall not incur any liability to such Grantor or any other Person as a result of any actions undertaken by the Trustee in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to any Grantor under the largest amount that would not render Assigned Agreements assigned by such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Secured Party for the benefit of the Secured Parties Beneficiaries a lien Lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment PropertyProperty (other than (A) any Investment Property to the extent pledged by a Grantor under the Second Amended and Restated Pledge Agreement dated as of February __, 2011 among the Borrower, certain of the Grantors party thereto from time to time, and the Secured Party, (B) the Equity Interest in Plains JV owned by Plains Holdco, (C) the Equity Interest in UNEV JV owned by UNEV Holdco, (D) the Equity Interest in SLC Pipeline LLC and (E) the Equity Interest in any Future JVs owned by Future Holdcos); (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract Lender Hedging Agreement in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens Liens and security interests (together with the documents evidencing such Liens and security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, Secured Party and the Secured Parties other Beneficiaries that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens Liens and security interest granted to the Collateral Trustee Secured Party hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for 2.1 To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined in Section 3 hereof) Borrower does hereby assign, each Grantor hereby assigns, pledgesgrant and pledge to, and grants subject to the Collateral Trustee a security interest in favor of, Administrative Agent, on behalf of and for the benefit of Administrative Agent and the Secured Parties a lien on and continuing security interest in Banks, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Borrower, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located under: 2.1.1 The following agreements and whether now or hereafter existing or arising documents, as amended from time to time (individually, an "Assigned Agreement," and collectively, the “Collateral”):"Assigned Agreements") and all of Borrower's rights thereunder: (ia) all Contracts, all Contract Rights, Contract any Project Documents and Accounts associated with such Turbine Purchase Contracts and each and every document granting security to such Grantor under any such Contractwhich Borrower is or may become a party; (iib) the insurance policies maintained or required to be maintained by Borrower or any other Person under the Credit Agreement, including, without limitation, any such policies insuring against loss of revenues by reason of interruption of the operation of a Project and all Accountsloss proceeds and other amounts payable to Borrower thereunder, and all eminent domain proceeds relating to any Project; (iiic) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as assignable, all agreements, including vendor warranties, running to avoid such voidnessBorrower or assigned to Borrower, voidabilityrelating to the construction, terminability maintenance, improvement, operation or revocability); (x) acquisition of a Project or Turbine or any right to receive part thereof, or transport of material, equipment and other parts of a payment under Project or any Hedge Contract in connection with a termination part thereof; (xid) (A) all policies of insurance and Insurance Contractsany lease or sublease agreements or easement agreements, now including, without limitation, those relating to a Project or hereafter held by any part thereof or on behalf of such Grantorany ancillary facilities, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now to which Borrower is or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Personbecomes a party; (xiie) each Additional Project Document, and, to the extent assignable, any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect other agreements to which Borrower may be or become a security interest in such Grantor’s rights in such Instrumentparty, Chattel Paperincluding, without limitation, those relating to the construction or Contract is granted hereunderoperation of a Project or any part thereof or the purchase of a Turbine; (xiiif) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and 2.1.2 all rents, profits, income, distributions royalties and revenues derived in any other manner by Borrower, including, without limitation, those from its direct or indirect ownership of a Project, Turbine or Portfolio Entity or any part thereof, including, without limitation, all Project Revenues and all guaranties given by any Person for revenues from the benefit sale of such Grantor which guarantees electricity, steam, heat, goods or services, but excluding amounts distributed to Borrower under Waterfall Levels 8 and 10 of Section 7.2.1 of the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunderCredit Agreement; (xiv) without limiting the generality of the foregoing, 2.1.3 all other personal propertyproperty and fixtures of Borrower, goodsincluding, Instrumentswithout limitation, Chattel Paperthose relating to any Project, DocumentsTurbine or Portfolio Entity, Fixtures, credits, claims, demands and assets of such Grantor whether now owned or existing or hereafter acquired or arising, or in which Borrower may have an interest, and 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 Borrower; 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 directly or indirectly to any Project, Turbine or Portfolio Entity; 2.1.5 the Portfolio Entity Note from time to timeDevelopment Company (the "Development Company Portfolio Entity Note") and the Portfolio Entity Note from CCFC II Equipment Finance Company, LLC, a Delaware limited liability company; 2.1.6 all Accounts, including without limitation, the Construction Accounts, the Revenue Accounts, the Loss Proceeds Account and the Working Capital Reserve Accounts, including any sub-accounts within such accounts; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds 2.1.7 the proceeds of or derived from all of the items foregoing (all of the collateral described above in this Section clauses 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law1.1 through 2.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in this Section), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to a security interest in favor of, the Collateral Trustee Agent, on behalf of and for the benefit of the Secured Parties a lien on and continuing security interest in Parties, all of such Grantor’s the estate, right, title and interest interest, if any (and subject to the last sentence of this Section 2(a)), of Grantor in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):: (i) all Contractsthe following agreements and documents, all Contract Rightsas amended from time to time (individually, Contract Documents and Accounts associated with such Contracts and each and every document granting security an "Assigned Agreement," collectively, the "Assigned Agreements"): (A) the Niagara Mohawk Agreements; (B) the Canadian Hunter Agreements; (C) the O&M Agreement; (D) the Fuel Supply Agreements; (E) the Agency Agreement; (F) the PILOT Agreement; (G) the Natural Gas Transportation Agreements; (H) the Asset Manager Agreements; (I) the University Agreements; (J) the Steam Plant Operating Agreement; (K) the Host Community Agreement; (L) the insurance policies required to such be maintained by Grantor or any other Person under the Financing Agreement, including, without limitation, any such Contractpolicies insuring against loss of revenues by reason of interruption of the operation of the Project and all loss proceeds and other amounts payable to Grantor thereunder, and all eminent domain proceeds; (M) any agreements providing for the investment of equity or payment of liquidated damages with respect to the Project entered into on or after the date hereof; (N) all other agreements, including vendor warranties, running to Grantor or assigned to Grantor, relating to transport of material, equipment and other parts of the Project, including all Project Documents; (O) the Ground Lease, the Easement Agreements, the Master Lease and any other lease or sublease agreements or easement agreements relating to the Project or the Premises or any ancillary facilities, to which Grantor may become a party; (P) the Consents, the Drawing Agreement, the Boiler Guaranty, each Additional Project Document, and any other agreements to which Grantor may become a party relating to the operation of the Project or any part thereof; (Q) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and (R) all Applicable Permits; (ii) all Accountsrevenues derived in any other manner by Grantor from its interest in the Project and its operation of the Project; (iii) all Inventoryother personal property and fixtures of Grantor, whether now owned or existing or hereafter acquired or arising, or in which Grantor may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the Uniform Commercial Code (the "UCC"), including without limitation all goods, money, instruments, investment securities, accounts, contract rights, documents, deposit accounts, chattel paper, general intangibles, equipment, inventory, machinery, tools, turbine generators (including without limitation those certain LM5000 STIG 80 gas turbine generator sets and incorporating two (2) GE aircraft derivative gas turbine engines, serial numbers 474157 and 474158, and two (2) Brush Electric generators, serial numbers 611 73A-3G and 611 73A-5G, and any replacements thereof), boilers (including without limitation that certain three pressured level, natural circulation, finned tube heat recovery steam generator with supplemental firing capability fabricated by Deltek and any replacements thereof), engines, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, 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 Grantor; (iv) the Accounts (as defined in the Depositary Agreement), including any sub-accounts within such accounts, and all Equipmentother accounts and sub- accounts established by the Collateral Agent pursuant to the Depositary Agreement; (v) all General Intangibles;All Permitted Investments and other investment property and the proceeds thereof; and (vi) the proceeds of all Investment Property; of the foregoing (viiall of the collateral described in the foregoing clauses (i) all Fixtures; through (viiiv) all Cash together with the proceeds described in this clause (vi) being herein collectively referred to as the "Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void"), voidableincluding, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable lawwithout limitation, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) (A) all policies rights of insurance Grantor to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds rights of Grantor to receive return of any premiums for or proceeds of any insurance, and indemnity, warranty or guaranty with respect to the Collateral, (C) all rightsclaims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, now or hereafter held by such (D) all rights of Grantor to any warranties of any manufacturer terminate, amend, supplement, modify or contractor of any other Person; waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (xiiE) to the extent not included in the foregoing, all proceeds receivable or received when any and all liens and security interests (together with of the documents evidencing such security interests) granted foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. Anything contained in this Agreement or any other Financing Documents to such the contrary notwithstanding, Grantor by an obligor is not assigning, granting or pledging to, nor subjecting to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such favor of, the Agent or the Secured Parties any of Grantor’s rights in such Instrument's estate, Chattel Paperright, title, interest in, to or Contract is granted hereunder; under (xiii1) any and all guaranties given by of the Unassigned Rights or any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrumentrevenues derived therefrom, Chattel Paper or Contract, which are pledged hereunder; (xiv2) without limiting the generality of Section 6(j) hereof or any other obligation of Grantor under the foregoing, all other personal property, goods, Instruments, Chattel Paper, Financing Documents, Fixturesany agreement purported to be assigned pursuant to clause (N) of Section 2(a)(i) hereof or any Applicable Permit, credits, claims, demands and assets in each case the assignment of which constitutes a breach or violation of the terms or conditions of such Grantor whether now existing agreement or hereafter acquired from time to time; and Permit, (xv3) any of the Excluded Accounts, (4) the Steam Plant and all additionsany improvements, accessions or additions thereto or (5) insurance proceeds relating to the Steam Plant or (6) any turbine or associated equipment leased by Grantor from General Electric Company or its affiliates pursuant to its lease engine support program and improvements toneither the Agent nor its successors and assigns will acquire or claim any right, all substitutions and replacements for and all products and Proceeds title or interest in or lien on such turbine or associated equipment by reason of or derived from all of its being installed at the items described above in this Section 2Project. (b) Notwithstanding anything contained herein In order to effectuate the foregoing, Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the contraryAgent, it is the intention a photocopy of an executed counterpart of each of the Assigned Agreements. Grantor will likewise deliver to Agent a photocopy of an executed counterpart of each future lease, operation agreement, maintenance agreement and other agreement relating to the Project, and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Grantor promptly upon the execution thereof. If delivery to the Agent of an executed counterpart of any agreement leaves Grantor without an executed counterpart thereof, the Agent will release its executed counterpart to Grantor upon Grantor's request, provided that no Event of Default hereunder shall have occurred and be continuing, for Grantor's temporary use in the enforcement of such agreement by judicial proceedings. Nothing herein shall be construed as or shall constitute the consent or approval of the Agent or any Holder to or of any such future lease, operation agreement, maintenance agreement or other material agreement relating to the Project. (c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Assigned Agreements, to perform all of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Agent shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement, nor shall the Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder or to make any payment, or to make any 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 or times. (d) Grantor does hereby constitute the Agent, acting on behalf of and for the benefit of the Secured Parties, the true and lawful attorney of Grantor, irrevocably, with full power upon and during the continuance of an Event of Default (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including, without limitation, any insurance policies with respect to the Project, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Agent may deem to be necessary or advisable, provided, however, that the Agent shall give Grantor notice of any action taken by the Agent as such attorney-in- fact promptly after taking such action (provided that the Agent's failure to promptly give any such notice shall in no way affect the Agent's rights hereunder). (e) Grantor agrees that, if any default by Grantor under any of the Assigned Agreements shall occur, the Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Grantor and to the parties to each Assigned Agreement in default. As between the Agent and the Grantor, the Collateral TrusteeAgent shall have a reasonable opportunity, but not fewer than sixty (60) days (or such other period as the Agent and the Persons other than Grantor who are parties to the Assigned Agreement may agree) after giving such notice, in which to cure such default and upon the commencement thereof will proceed diligently to cure such default. Any curing by the Agent of Grantor's default under any of the Assigned Agreements shall not be construed as an assumption by the Agent of any obligations, covenants or agreements of Grantor under such Assigned Agreements, and the Agent shall not incur any liability to Grantor or any other Person as a result of any actions undertaken by the Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of Grantor under the Assigned Agreements. (f) This Agreement secures the payment and performance of all obligations of Grantor and of the other Credit Parties and SIDA, now existing or hereafter arising, owing to the Secured Parties that pursuant to the amount terms of the Indenture, the Senior Secured Obligation secured by each Grantor’s interests Notes and the Collateral Documents including, without limitation: (i) the principal, premium, if any, or interest on the Senior Secured Notes (including any interest accruing after the commencement of any bankruptcy or insolvency proceeding relating to the Issuers, whether or not such interest is allowed or allowable as a claim in any such proceeding), and all other obligations and liabilities of its Property shall be inthe Issuers including, but not in excess ofwithout limitation, the maximum amount permitted by fraudulent conveyanceindemnities, fraudulent transfer fees and other similar lawinterest incurred under, rule arising out of or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment Indenture, the Senior Secured Notes and the Collateral Documents, (ii) any and all sums advanced by or on behalf of the Issuers in order to preserve the Collateral or preserve its interest in the Collateral, and (iii) in the event of any proceeding for collection or enforcement by or on behalf of the any Secured ObligationsParty after an Event of Default shall have occurred and be continuing and unwaived, the amount expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by or on behalf of any Secured Obligations secured by each Grantor’s interests in any Party of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to rights under the largest amount that would not render such Grantor’s obligations hereunder or Indenture, the liens Senior Secured Notes and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of Documents, together with attorneys' fees and court costs (all such obligations being herein called the United States Bankruptcy Code or any comparable provision of any other applicable law"Obligations").

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor does hereby assignsassign as collateral, pledgesgrant a security interest in, and grants pledge, to the Collateral Trustee for the benefit Trustee, on behalf of the Secured Parties a lien on and continuing security interest in holders of the Notes, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract;a first priority interest in the proceeds (as set forth below) of sale of Grantor's permit or other authorization from the FCC for the 148E WL orbital slot frequency assignment. (ii) the proceeds of all Accounts; of the foregoing (iiiall of the collateral described in clauses (i) all Inventory; and (ivii) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidbeing herein collectively referred to as the "COLLATERAL"), voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) including (A) all policies rights of insurance Grantor to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest extent not included in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything contained herein Subject to the contraryterms of the Indenture, it is upon the intention occurrence and during the continuance of each an Event of Default, Grantor does hereby constitute the Trustee, acting for and on behalf of the Noteholders, the true and lawful attorney of Grantor, irrevocably, with full power (in the Collateral Trusteename of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any Collateral, including any insurance policies, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Trustee may deem to be necessary or advisable; provided, however, that the Trustee shall give Grantor notice of any action taken by it as such attorney-in-fact promptly after taking any such action. Such appointment as attorney-in-fact must be exercised consistently with the Communications Act of 1934, as amended and the Secured Parties that the amount rules, regulations and policies of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be inFCC (collectively, the "Communications Act"), including, but not in excess oflimited to, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection compliance with the payment FCC's rules concerning the execution and filing of applications, reports and documents, or other instruments with the FCC. The Grantor agrees to cooperate in making any of required filings with the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawFCC.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all Contractsthat certain Promissory Note made by Navy I in favor of Grantor, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract;dated as of the date hereof (the "Navy I Promissory Note"); ---------------------- (ii) all Accounts;that certain Promissory Note made by BLM in favor of Grantor, dated as of the date hereof (the "BLM Promissory Note"); ------------------- (iii) all Inventory;that certain Promissory Note made by Navy II in favor of Grantor, dated as of the date hereof (the "Navy II Promissory Note," together ----------------------- with the Navy I Promissory Note and the BLM Promissory Note, the "Promissory ---------- Notes"); and ----- (iv) all Equipment;interest on and all of the proceeds of all of the foregoing (all of the collateral described in clauses (i) through (iv) being herein collectively referred to as the "Collateral"), including without ---------- limitation (v1) all General Intangibles; rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (vi2) all Investment Property; rights of Grantor to terminate, amend, supplement, modify or waive performance under the Promissory Notes, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (vii3) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. (b) Notwithstanding anything contained herein In order to effectuate the foregoing, Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the contraryCollateral Agent, it is the intention original Promissory Notes, duly endorsed (without recourse) and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to enable Collateral Agent to enforce the provisions of this Agreement and the security interests described herein. (c) Upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of the Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, and each successor or assign of the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the Collateral Trusteename of Grantor or otherwise) to ask, require, demand, receive, compound and the Secured Parties that the amount give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule Promissory Notes or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligationsother Collateral, the amount of the Secured Obligations secured by each Grantor’s interests including without limitation to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder claims or the liens and security interest granted to take any action or institute any proceedings in connection therewith which the Collateral Trustee hereunder subject Agent may deem to avoidance under Section 548 of be necessary or advisable; provided, however, that the United States Bankruptcy Code or any comparable provision Collateral Agent shall give Grantor notice of any other applicable lawaction taken by it as such attorney-in-fact promptly after taking any such action.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor Pledgor hereby assigns, pledges, assigns and grants pledges to the Collateral Trustee Agent for the benefit of the Trustee, the Holders of the Senior Secured Parties 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 lien on and continuing security interest in all of such Grantor’s the estate, right, title and interest of each such Pledgor, now owned or hereafter acquired, in, to and underunder any and all of the following (the "Collateral"): ---------- Such Pledgor's partnership interest in CLC, all items described in this Section 2, whether now owned or hereafter acquired by including without limitation such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”): Pledgor's (i) rights to receive all Contractsincome, all Contract Rightsgain, Contract Documents and Accounts associated with such Contracts and each and every document granting security profit, loss or other items allocated or distributed to such Grantor Pledgor under any such Contract; the Partnership Agreement, (ii) rights to receive all Accounts; distributions of any nature whatsoever by the Pledgors with respect to such partnership interest; (iii) capital or ownership interest, including capital accounts, in CLC, and all Inventory; accounts, deposits or credits of any kind with CLC, (iv) all Equipment; voting rights in or rights to control or direct the affairs of CLC, (v) right, title and interest, as a partner in CLC, in or to any and all General Intangibles; of CLC's assets or properties, (vi) other rights, title and interest in or to CLC, and all Investment Property; rights to receive income, profit or other distributions from CLC, of any nature whatsoever, in each case, as such rights are derived from such Pledgor's partnership interests in CLC, (vii) all Fixtures; 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 Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidremedies thereunder, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection along with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described proceeds of any of the above and all General Intangibles (as such term is defined in this Section 2the UCC) constituting any of the above. (b) Notwithstanding anything contained herein to the contrary, it is the intention This Agreement and all of each Grantor, the Collateral Trusteesecure the payment and performance of Guarantors' obligations under the Guarantee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be inincluding, but not in excess oflimited to, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any all amounts owed to Collateral Agent, Trustee, the Holders of the Senior Secured ObligationsNotes and the Permitted Additional Senior Lenders, if any, of every kind and description (whether or not evidenced by any note or instrument and whether or not for the amount payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to Guarantee, including all interest, fees, charges, expenses, attorney's fees and accountant's fees (all such obligations being herein called the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law."Obligations"). -----------

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Administrative Agent for the benefit of the Secured Parties a lien on and continuing security interest in all of such Grantor’s 's right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “"Collateral”"): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; ; (ii) all Accounts; ; (iii) all Inventory; ; (iv) all Equipment; ; (v) all General Intangibles; ; (vi) all Investment Property; ; (vii) all Fixtures; ; (viii) all checking, savings, deposit or other account of such Grantor and all other accounts held in the name of such Grantor with any Lender; (ix) all Cash Collateral; ; (ixx) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); ; (xxi) any right to receive a payment under any Hedge Contract in connection with a termination thereof; ; (xixii) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; ; (xiixiii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s 's obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s 's rights in such Instrument, Chattel Paper, or Contract is granted hereunder; ; (xiiixiv) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all ContractsGovernmental Approvals (as defined in the Indenture), all Contract Rightssolely to the extent relating to the Navy II Project, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under whether now existing or hereafter acquired; excluding, however, any such ContractGovernmental Approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein; (ii) the proceeds of all Accounts; of the foregoing (iiiall of the collateral described in clauses (i) and (ii) being herein collectively referred to as the "Collateral"), including without limitation (1) all Inventory; rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (iv2) all Equipment; rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (v3) all General Intangibles; claims of Grantor for damages arising out of or for breach of or default under the Governmental Approvals or any other Collateral, and (vi4) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything Anything herein contained herein to the contrarycontrary notwithstanding, to the extent set forth in the Plant O&M Agreement Grantor shall remain liable under each of the Governmental Approvals, to perform all of the obligations undertaken by it is the intention of each Grantor, the Collateral Trusteethereunder, and the Collateral Agent shall have no obligation or liability under any of such Governmental Approvals by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder. (c) Upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Parties Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all claims arising out of the Governmental Approvals to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property Collateral Agent shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation give Grantor notice of any Governmental Authority applicable to action taken by it as such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in attorney-in-fact promptly after taking any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawaction.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Secured Party for the benefit of the Secured Parties Beneficiaries a lien on and continuing security interest in all of such Grantor’s 's right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “"Collateral”"): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment PropertyProperty (other than (A) any Investment Property to the extent pledged by a Grantor under the Pledge Agreement dated of even date herewith among the Borrower, certain Subsidiaries of the Borrower party thereto from time to time, and the Secured Party and (B) the Equity Interest in Rio Grande Pipeline Company owned by Navajo Southern, Inc.); (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Interest Rate Contract in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s 's obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s 's rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, Secured Party and the Secured Parties other Beneficiaries that the amount of the Secured Obligation secured by each Grantor’s 's interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s 's interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s 's obligations hereunder or the liens and security interest granted to the Collateral Trustee Secured Party hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. 2.1 Subject to applicable law (a) As collateral security for including all applicable rules and regulations of the prompt and complete NIGC), to secure the timely payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee for the benefit of the Secured Parties Obligations (as defined in Section 3 hereof) and, in each case, in reliance on the UCC and the Tribal UCC, each Tribal Party does hereby assign and pledge to the Trustee, and grant a lien on and continuing security interest in favor of the Trustee in, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of each Tribal Party, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located under to the extent the same are Gaming Assets that do not constitute real estate or an interest in real estate: (a) all contracts, agreements and whether now documents, including the following contracts, agreements and documents, as amended, amended and restated, supplemented or hereafter existing or arising otherwise modified from time to time (individually, an "Assigned Agreement," and collectively, the “Collateral”):"Assigned Agreements") and all of any Tribal Party's rights thereunder: (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated Construction Contracts with such Contracts and each and every document granting security respect to such Grantor under any such Contractthe Project to which a Tribal Party is or may become a party from time to time; (ii) all Accountsinsurance policies maintained or required to be maintained by a Tribal Party or any other Person under any Construction Contracts or otherwise with respect to the Collateral (hereinafter defined), including any such policies insuring against loss of revenues by reason of interruption of the operation of the Gaming Business and all loss proceeds and other amounts payable to any Tribal Party thereunder, and all eminent domain proceeds relating to the Gaming Business; (iii) all Inventoryother agreements, including vendor warranties, running to a Tribal Party or assigned to a Tribal Party, that relate to the construction, maintenance, improvement, operation or acquisition of the Gaming Business or any part thereof, or transport of material, equipment and other parts of the Facility or any part thereof; provided, however, that the security interest granted hereby with respect to any management contract relating to the Facility shall only relate to the right to payments under such management contract; (iv) all Equipmentany other lease or sublease agreements relating to the Gaming Business or any part thereof or any ancillary facilities to which a Tribal Party is or becomes a party, but excluding any lease or sublease agreement of interest in real property; (v) all General Intangibles;amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and (vi) to the extent assignable, all Investment Propertypermits and governmental approvals issued in the name of a Tribal Party or relating in any way to the operation of the Gaming Business, including approvals of gaming regulatory authorities; (viib) all Fixturesrents, profits, income, distributions, royalties and revenues derived in any manner by a Tribal Party from the Gaming Business or any part thereof and the operation of the Facility or any part thereof, including all Pledged Revenues, but excluding all items described in the proviso to the definition of "Pledged Revenues" in the Cash Collateral and Disbursement Agreement; (viiic) all Cash Collateral; (ix) any Legal Requirements other personal property of a Tribal Party, including personal property relating to the Facility, whether now owned or existing or hereafter held by such Grantor (except that any Legal Requirement which would by its terms acquired or under applicable law become voidarising, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is Tribal Party may have an interest, and wheresoever located, whether or not permitted of a type which may be subject to a security interest under the UCC, including (except to the extent that any of the following are deemed to be granted fixtures under applicable law) all machinery, is hereby excluded from tools, control equipment, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, as-extracted collateral, farm products, manufactured homes, equipment, service equipment, motor vehicles, building or maintenance equipment, gaming machines or devices of any type, building or maintenance materials, pipes and pipelines supplies, goods and property covered by any warehouse receipts or bills of lading or other such Lien 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 a Tribal Party; (d) all goods, money, instruments, securities, accounts, contract rights, commercial tort claims, letters of credit, letter of credit rights, payment intangibles, health-care insurance receivables, promissory notes, software, supporting obligations, documents, deposit accounts, chattel paper (including tangible and electronic chattel paper), as-extracted collateral, general intangibles and inventory, including those relating to the Gaming Business; (e) all investment property (including both certificated and uncertificated securities, security entitlements, security accounts, commodity contracts and commodity accounts), and including each of the Collateral Accounts, and all Financial Assets and other assets therein and all security entitlements with respect thereto; (f) all deposit accounts, including the Operating Account, and all monies and other assets on deposit therein; (g) all Cash Equivalents; (h) any other assets owned by a Tribal Party, to the extent necessary so as to avoid such voidness, voidability, terminability not included in (or revocability)expressly excluded from) the foregoing; (xi) all other Gaming Assets to the extent the same do not constitute real property or an interest in real property and are not included in (or expressly excluded from) the foregoing; and (j) the proceeds (including cash and noncash proceeds) of all of the above, including: (i) all rights of any right Tribal Party to receive a payment monies due and to become due under any Hedge Contract or pursuant to the collateral described in connection with a termination thereof; clauses (xia) through (Ai); (ii) all policies rights of insurance and Insurance Contractsany Tribal Party to receive the return of any premiums for, now or hereafter held by or on behalf of such Grantorproceeds of, including casualty and liability, business interruption, and any title insurance, indemnity, warranty or guaranty with respect to the collateral or to receive any condemnation proceeds; (Biii) all Proceeds claims of insuranceany Tribal Party for damages arising out of, or for breach of or default under, the Assigned Agreements or any other collateral; (iv) all rights of any Tribal Party 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 (Cv) to the extent not included in the foregoing, all rights, now proceeds receivable or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) received when any and all liens and security of such collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily (all of the collateral described in clauses (a) through (i), as modified by each other provision of Sections 2.1 through 2.5, being herein collectively referred to as the "Collateral"); provided, however, that the Collateral shall not include any assets, revenues, accounts, property or other interests (together of any Tribal Party that a Tribal Party is prohibited from alienating under applicable federal law or state law, including any statute, decision, rule or regulation of the United States or the State of California or under any contract or agreement with the documents evidencing such security interests) granted United States or the State of California, including the Compact (except to such Grantor by an obligor to secure such obligor’s obligations owing under the extent Sections 9407, 9408 or 9409 of the UCC or the analogous provision of the Uniform Commercial Code in effect in any Instrumentother jurisdiction, Chattel Paperas applicable, or Contract which is pledged hereunder or with respect to which would permit the creation of a security interest in such Grantor’s rights in property without violating applicable law or the Compact); provided, further, the Collateral shall not include any license, permit or approval if (x) such Instrumentitem is a license or permit to operate gaming regulated by IGRA, Chattel Paper(y) by its terms or operation of Law such item is not assignable, or Contract (z) the assignment of, or grant of a security interest in, such item would cause such item to become void, would constitute a breach under such item, is granted hereunder;prohibited by such item or by Law or would violate any Law, except to the extent Sections 9407, 9408 or 9409 of the UCC or the analogous provisions of the Uniform Commercial Code in effect in any other jurisdiction, as applicable, would permit and allow such assignment without causing such a breach or violation and without causing such item to be void; AND PROVIDED, STILL FURTHER, THAT NO GRANT OF A SECURITY INTEREST HEREIN OR ANY OTHER TERM HEREOF, INCLUDING THE RIGHT TO ENFORCE ANY TERMS HEREIN, SHALL CREATE ANY PROPRIETARY INTEREST OF ANY PERSON IN ANY GAMING ACTIVITY CONDUCTED BY OR ON BEHALF OF ANY TRIBAL PARTY OR THE TRIBE OR PERMIT ANY PERSON TO MANAGE ANY SUCH GAMING ACTIVITY. (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of 2.2 In order to effectuate the foregoing, all other personal propertya Tribal Party has heretofore delivered, goodsor concurrently with the delivery hereof is delivering, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets to the Trustee an executed counterpart or certified copy of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all each of the items described above Assigned Agreements. Promptly upon the execution thereof, the Authority will likewise deliver to the Trustee an executed counterpart of each material future lease, construction agreement, operation agreement and other agreement, including those relating to the Gaming Business or any part thereof, and amendments and supplements to the foregoing, included in this Section 2the Collateral, as they are entered into by the Authority. (b) 2.3 Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained herein, the applicable Tribal Party shall remain liable to perform all of the obligations undertaken by it under each of the Assigned Agreements, all in accordance with and pursuant to the terms and provisions thereof, and the Trustee shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Security Agreement Agreement, nor shall the Trustee be required or obligated in any other agreement manner to perform or instrument executed in connection with fulfill any obligations of the Authority 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 a Tribal Party under any of the Secured ObligationsAssigned Agreements shall occur and be continuing, then the Trustee shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to the applicable Tribal Party and to the parties to the Assigned Agreement for which the Trustee intends to remedy the default. Any cure by the Trustee of a Tribal Party's default under any of the Assigned Agreements shall not be construed as an assumption by the Trustee of any obligations, covenants or agreements of a Tribal Party under such Assigned Agreement, and the Trustee shall not be liable to any Tribal Party or any other Person as a result of any actions undertaken by the Trustee in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of any Tribal Party under the Assigned Agreements. 2.5 Any purchase money obligation created by any of the Collateral Documents shall continue even after the Collateral Documents have been amended, supplemented, modified, restated, refinanced, consolidated, or restructured. In addition, to the extent any of the Proceeds may have been used to finance or refinance any asset, the amount parties intend for the obligations of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant Authority related thereto to this Security Agreement shall be limited constitute purchase money obligations and for the Trustee to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and have a related purchase money security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawinterest.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all ContractsGovernmental Approvals (as defined in the Indenture) relating to the Navy II Project whether now existing or hereafter acquired, all Contract Rightsexcluding, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under however, any such ContractGovernmental Approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein; (ii) the proceeds of all Accounts; of the foregoing (iiiall of the collateral described in clauses (i) and (ii) being herein collectively referred to as the "Collateral"), including without limitation (1) all Inventory; rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (iv2) all Equipment; rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (v3) all General Intangibles; claims of Grantor for damages arising out of or for breach of or default under the Governmental Approvals or any other Collateral, and (vi4) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything contained herein Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the contraryCollateral Agent, it is the intention a true and correct copy of each of the Governmental Approvals. Grantor will deliver to Collateral Agent a true and correct copy of any additional Governmental Approval, and material amendments and supplements to the foregoing, included in the Collateral, as they are obtained by Grantor. (c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Collateral TrusteeGovernmental Approvals, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Collateral Agent shall have no obligation or liability under any of such Governmental Approvals by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder. (d) Upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Parties Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all claims arising out of the Governmental Approvals to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property Collateral Agent shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation give Grantor notice of any Governmental Authority applicable to action taken by it as such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in attorney-in-fact promptly after taking any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawaction.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all ContractsGovernmental Approvals (as defined in the Indenture) relating to the BLM Project whether now existing or hereafter acquired, all Contract Rightsexcluding, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under however, any such ContractGovernmental Approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein; (ii) the proceeds of all Accounts; of the foregoing (iiiall of the collateral described in clauses (i) and (ii) being herein collectively referred to as the "Collateral"), including without limitation (1) all Inventory; rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (iv2) all Equipment; rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (v3) all General Intangibles; claims of Grantor for damages arising out of or for breach of or default under the Governmental Approvals or any other Collateral, and (vi4) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything contained herein Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the contraryCollateral Agent, it is the intention a true and correct copy of each of the Governmental Approvals. Grantor will deliver to Collateral Agent a true and correct copy of any additional Governmental Approval, and material amendments and supplements to the foregoing, included in the Collateral, as they are obtained by Grantor. (c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Collateral TrusteeGovernmental Approvals, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Collateral Agent shall have no obligation or liability under any of such Governmental Approvals by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder. (d) Upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Parties Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all claims arising out of the Governmental Approvals to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property Collateral Agent shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation give Grantor notice of any Governmental Authority applicable to action taken by it as such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in attorney-in-fact promptly after taking any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawaction.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all ContractsGovernmental Approvals (as defined in the Indenture), all Contract Rightssolely to the extent relating to the BLM Project, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under whether now existing or hereafter acquired; excluding, however, any such ContractGovernmental Approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein; (ii) the proceeds of all Accounts; of the foregoing (iiiall of the collateral described in clauses (i) and (ii) being herein collectively referred to as the "Collateral"), including without limitation (1) all Inventory; rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (iv2) all Equipment; rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (v3) all General Intangibles; claims of Grantor for damages arising out of or for breach of or default under the Governmental Approvals or any other Collateral, and (vi4) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything Anything herein contained herein to the contrarycontrary notwithstanding, to the extent set forth in the Plant O&M Agreement Grantor shall remain liable under each of the Governmental Approvals, to perform all of the obligations undertaken by it is the intention of each Grantor, the Collateral Trusteethereunder, and the Collateral Agent shall have no obligation or liability under any of such Governmental Approvals by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder. (c) Upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Parties Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all claims arising out of the Governmental Approvals to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property Collateral Agent shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation give Grantor notice of any Governmental Authority applicable to action taken by it as such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in attorney-in-fact promptly after taking any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawaction.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in this Section), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to a security interest in favor of, the Collateral Trustee Agent, on behalf of and for the benefit of the Secured Parties a lien on and continuing security interest in Parties, all of such Grantor’s the estate, right, title and interest interest, if any (and subject to the last sentence of this Section 2(a)), of Grantor in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):: (i) all Contractsthe following agreements and documents, all Contract Rightsas amended from time to time (individually, Contract Documents and Accounts associated with such Contracts and each and every document granting security an "Assigned Agreement," collectively, the "Assigned Agreements"): (A) the Niagara Mohawk Agreements; (B) the Canadian Hunter Agreements; (C) the O&M Agreement; (D) the Fuel Supply Agreements; (E) the PILOT Agreement; (F) the Natural Gas Transportation Agreements; (G) the Asset Manager Agreements; (H) the University Agreements; (I) the Steam Plant Operating Agreement; (J) the Host Community Agreement; (K) insurance policies required to such be maintained by Grantor or the Issuers or any other Person under the Financing Documents, including, without limitation, any such Contractpolicies insuring against loss of revenues by reason of interruption of the operation of the Project and all loss proceeds and other amounts payable to Grantor thereunder, and all eminent domain proceeds; (L) any agreements providing for the investment of equity or payment of liquidated damages with respect to the Project entered into on or after the date hereof; (M) all other agreements, including vendor warranties, running to Grantor or assigned to Grantor, relating to transport of material, equipment and other parts of the Project, including all Project Documents; (N) the Ground Lease, the Easement Agreements, the Master Lease and any other lease or sublease agreements or easement agreements relating to the Project or the Premises or any ancillary facilities, to which Grantor may become a party; (O) each Additional Project Document, and any other agreements to which Grantor may become a party relating to the operation of the Project or any part thereof; (P) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and (Q) all Applicable Permits; (ii) all Accountsrevenues derived in any other manner by Grantor from its leasehold interest in the Project and the operation of the Project; (iii) all Inventoryother personal property and fixtures of Grantor related to or arising from its leasehold interest in the Project, whether now owned or existing or hereafter acquired or arising, or in which Grantor may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the Uniform Commercial Code (the "UCC"), including without limitation all goods, money, instruments, investment securities, accounts, contract rights, documents, deposit accounts, chattel paper, general intangibles, equipment, inventory, machinery, tools, turbine generators (including without limitation those certain LM5000 STIG 80 gas turbine generator sets and incorporating two (2) GE aircraft derivative gas turbine engines, serial numbers 474157 and 474158, and two (2) Brush Electric generators, serial numbers 611 73A-3G and 611 73A-5G, and any replacements thereof), boilers (including without limitation that certain three pressured level, natural circulation, finned tube heat recovery steam generator with supplemental firing capability fabricated by Deltek and any replacements thereof), engines, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, 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 Grantor; (iv) the Accounts (as defined in the Depositary Agreement), including any sub-accounts within such accounts, and all Equipmentother accounts and sub-accounts established by the Collateral Agent pursuant to the Depositary Agreement; (v) all General Intangibles;Permitted Investments and other investment property and the proceeds thereof; and (vi) the proceeds of all Investment Property; of the foregoing (viiall of the collateral described in the foregoing clauses (i) all Fixtures; through (viiiv) all Cash together with the proceeds described in this clause (vi) being herein collectively referred to as the "Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void"), voidableincluding, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable lawwithout limitation, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) (A) all policies rights of insurance Grantor to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds rights of Grantor to receive return of any premiums for or proceeds of any insurance, and indemnity, warranty or guaranty with respect to the Collateral, (C) all rightsclaims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, now or hereafter held by such (D) all rights of Grantor to any warranties of any manufacturer terminate, amend, supplement, modify or contractor of any other Person; waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (xiiE) to the extent not included in the foregoing, all proceeds receivable or received when any and all liens and security interests (together with of the documents evidencing such security interests) granted foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. Anything contained in this Agreement or any other Financing Documents to such the contrary notwithstanding, Grantor by an obligor is not assigning, granting or pledging to, nor subjecting to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such favor of, the Agent or the Secured Parties any of Grantor’s rights in such Instrument's estate, Chattel Paperright, title, interest in, to or Contract is granted hereunder; under (xiii1) any and all guaranties given by of the Unassigned Rights or any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrumentrevenues derived therefrom, Chattel Paper or Contract, which are pledged hereunder; (xiv2) without limiting the generality of Section 6(j) hereof or any other obligation of Grantor under the foregoing, all other personal property, goods, Instruments, Chattel Paper, Financing Documents, Fixturesany agreement purported to be assigned pursuant to clause (M) of Section 2(a)(i) hereof or any Applicable Permit, credits, claims, demands and assets in each case the assignment of which constitutes a breach or violation of the terms or conditions of such Grantor whether now existing agreement or hereafter acquired from time to time; and Permit, (xv3) any of the Excluded Accounts, (4) the Steam Plant and all additionsany improvements, accessions or additions thereto, (5) insurance proceeds relating to the Steam Plant or (6) any turbine or associated equipment leased by POA from General Electric Company or its affiliates pursuant to its lease engine support program and improvements toneither the Agent nor its successors and assigns will acquire or claim any right, all substitutions and replacements for and all products and Proceeds title or interest in or lien on such turbine or associated equipment by reason of or derived from all of its being installed at the items described above in this Section 2Project. (b) Notwithstanding anything contained herein In order to effectuate the foregoing, POA has heretofore delivered or concurrently with the delivery hereof is delivering to the contraryAgent, it is the intention a photocopy of an executed counterpart of each of the Assigned Agreements. POA will likewise deliver to Agent a photocopy of an executed counterpart of each future lease, operation agreement, maintenance agreement and other agreement relating to the Project, and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Grantor promptly upon the execution thereof. If delivery to the Agent of an executed counterpart of any agreement leaves Grantor without an executed counterpart thereof, the Agent will release its executed counterpart to Grantor upon Grantor's request, provided that no Event of Default hereunder shall have occurred and be continuing, for Grantor's temporary use in the enforcement of such agreement by judicial proceedings. Nothing herein shall be construed as or shall constitute the consent or approval of the Agent or any Holder to or of any such future lease, operation agreement, maintenance agreement or other material agreement relating to the Project. (c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Assigned Agreements, to perform all of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Agent shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement, nor shall the Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder or to make any payment, or to make any 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 or times. (d) Grantor does hereby constitute the Agent, acting on behalf of and for the benefit of the Secured Parties, the true and lawful attorney of Grantor, irrevocably, with full power upon and during the continuance of an Event of Default (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including, without limitation, any insurance policies with respect to the Project, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Agent may deem to be necessary or advisable, provided, however, that the Agent shall give Grantor notice of any action taken by the Agent as such attorney-in- fact promptly after taking such action (provided that the Agent's failure to promptly give any such notice shall in no way affect the Agent's rights hereunder). (e) Grantor agrees that, if any default by Grantor under any of the Assigned Agreements shall occur, the Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Grantor and to the parties to each Assigned Agreement in default. As between the Agent and the Grantor, the Collateral TrusteeAgent shall have a reasonable opportunity, but not fewer than sixty (60) days (or such other period as the Agent and the Persons other than Grantor who are parties to the Assigned Agreement may agree) after giving such notice, in which to cure such default and upon the commencement thereof will proceed diligently to cure such default. Any curing by the Agent of Grantor's default under any of the Assigned Agreements shall not be construed as an assumption by the Agent of any obligations, covenants or agreements of Grantor under such Assigned Agreements, and the Agent shall not incur any liability to Grantor or any other Person as a result of any actions undertaken by the Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of Grantor under the Assigned Agreements. (f) This Agreement secures the payment and performance of all obligations of Grantor and the Issuers and the other Credit Parties, now existing or hereafter arising, owing to the Secured Parties that pursuant to the amount terms of the Indenture, the Senior Secured Obligation secured by each Grantor’s interests Notes and the Collateral Documents including, without limitation: (a) the principal, premium, if any, or interest on the Senior Secured Notes (including any interest accruing after the commencement of any bankruptcy or insolvency proceeding relating to the Issuers, whether or not such interest is allowed or allowable as a claim in any such proceeding), and all other obligations and liabilities of its Property shall be inthe Issuers including, but not in excess ofwithout limitation, the maximum amount permitted by fraudulent conveyanceindemnities, fraudulent transfer fees and other similar lawinterest incurred under, rule arising out of or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment Indenture, the Senior Secured Notes and the Collateral Documents, (b) any and all sums advanced by or on behalf of the Issuers in order to preserve the Collateral or preserve its interest in the Collateral, and (c) in the event of any proceeding for collection or enforcement by or on behalf of the any Secured ObligationsParty after an Event of Default shall have occurred and be continuing and unwaived, the amount expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by or on behalf of any Secured Obligations secured by each Grantor’s interests in any Party of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to rights under the largest amount that would not render such Grantor’s obligations hereunder or Indenture, the liens Senior Secured Notes and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of Documents, together with attorneys' fees and court costs (all such obligations being herein called the United States Bankruptcy Code or any comparable provision of any other applicable law"Obligations").

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor does hereby assignsassign as collateral, pledgesgrant a security interest in, and grants pledge, to the Collateral Trustee Agent for the benefit of the Secured Parties a lien on and continuing security interest in holders of the Notes, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of each such Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) the Interest Escrow Account (as defined in the Indenture) and all Contractsfunds and investments held or contained in the Interest Escrow Account, including all Contract Rights, Contract Documents and Accounts associated with investments of such Contracts and each and every document granting security to such Grantor under any such Contract;funds. (ii) the Construction Escrow Account (as defined in the Indenture) and all Accounts;funds and investments held or contained in the Construction Escrow Account, including all investments of such funds. (iii) all Inventory;the Escrow Agreement, as amended or modified from time to time (the "Assigned Agreement"). (iv) the proceeds of all Equipment; of the foregoing (vall of the collateral described in clauses (i), (ii) all General Intangibles; and (viiii) all Investment Property; and this clause (viiiv) all Fixtures; (viii) all Cash being herein collectively referred to as the "Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void"), voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) including (A) all policies rights of insurance Grantors to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds claims of insuranceGrantors for damages arising out of or for breach of or default under the Assigned Agreement or any other Collateral, and (C) all rightsrights of Grantors under the Assigned Agreement, now or hereafter held by such Grantor including any rights to any warranties of any manufacturer or contractor of any other Person; perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (xiiD) any and all liens and security interests (together with to the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest extent not included in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. (b) Notwithstanding anything Anything herein contained herein to the contrarycontrary notwithstanding, each Grantor shall remain liable under the Assigned Agreement, to perform all of the obligations undertaken by it is thereunder, all in accordance with and pursuant to the intention of each Grantor, the Collateral Trusteeterms and provisions thereof, and the Secured Parties that Collateral Agent shall have no obligation or liability under such Assigned Agreement by reason of or arising out of this Agreement, nor shall the amount of the Secured Obligation secured by each Grantor’s interests Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of its Property shall be ineither Grantor thereunder or to make any payment, but not in excess of, or to make any inquiry as to the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule nature or regulation sufficiency of any Governmental Authority applicable payment received by it, or present or file any claim, or take any action to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement collect or instrument executed in connection with enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (c) Subject to the terms of the Secured ObligationsIndenture, upon the occurrence and during the continuance of an Event of Default, each Grantor does hereby constitute the Collateral Agent, acting for and on behalf of the holders of the Notes, the amount true and lawful attorney of such Grantor, irrevocably, with full power (in the name of such Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Secured Obligations secured Assigned Agreement or any of the other Collateral, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the Collateral Agent shall give each Grantor notice of any action taken by each it as such attorney-in-fact within two (2) Business Days after taking any such action. (d) If any default by either Grantor under the Assigned Agreement shall occur, the Collateral Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to such Grantor and to the other parties to the Assigned Agreement. Any curing by the Collateral Agent of such Grantor’s interests 's default under the Assigned Agreement shall not be construed as an assumption by the Collateral Agent of any obligations, covenants or agreements of such Grantor under such Assigned Agreement, and the Collateral Agent shall not incur any liability to such Grantor or any other Person as a result of any actions undertaken by the Collateral Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to such Grantor under the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawAssigned Agreement.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor does hereby assignsassign as collateral, pledgesgrant a security interest in, and grants pledge, to the Collateral Trustee for the benefit Trustee, on behalf of the Secured Parties a lien on and continuing security interest in holders of the Notes, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract;EchoStar IV (ii) all Accounts; the proceeds of the foregoing (iiithe collateral described in clause (i) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidbeing herein collectively referred to as the "COLLATERAL"), voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) including (A) all policies rights of insurance Grantor to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest extent not included in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything contained herein the foregoing grant, (i) the Trustee shall be deemed to have released, without further action whatsoever, its security interest in any asset the sale of which is not prohibited by the Indenture, upon the sale of such asset, and (ii) the Trustee shall execute such documents and instruments as shall be reasonably requested by Grantor to effectuate the foregoing clause (i). (c) Subject to the contraryterms of the Indenture, it is upon the intention occurrence and during the continuance of each an Event of Default, Grantor does hereby constitute the Trustee, acting for and on behalf of the Noteholders, the true and lawful attorney of Grantor, irrevocably, with full power (in the Collateral Trusteename of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Secured Parties Collateral, including any insurance policies, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Trustee may deem to be necessary or advisable; provided, however, that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property Trustee shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation give Grantor notice of any Governmental Authority applicable to action taken by it as such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in attorney-in-fact promptly after taking any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawaction.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor does hereby assignsassign as collateral, pledgesgrant a security interest in, and grants pledge, to the Collateral Trustee Agent for the benefit of the Secured Parties a lien on and continuing security interest in holders of the Notes, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of each such Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) the Interest Escrow Account (as defined in the Interest Escrow Agreement) and all Contractsfunds and investments held or contained in the Interest Escrow Account, including all Contract Rights, Contract Documents and Accounts associated with investments of such Contracts and each and every document granting security to such Grantor under any such Contract;funds. (ii) all Accounts;the Interest Escrow Agreement, as amended or modified from time to time (the "Assigned Agreement"). (iii) the proceeds of all Inventory; of the foregoing (ivall of the collateral described in clauses (i) all Equipment; and (vii) all General Intangibles; and this clause (viiii) all Investment Property; (vii) all Fixtures; (viii) all Cash being herein collectively referred to as the "Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void"), voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) including (A) all policies rights of insurance Grantors to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds claims of insuranceGrantors for damages arising out of or for breach of or default under the Assigned Agreement or any other Collateral, and (C) all rightsrights of Grantors under the Assigned Agreement, now or hereafter held by such Grantor including any rights to any warranties of any manufacturer or contractor of any other Person; perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (xiiD) any and all liens and security interests (together with to the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest extent not included in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily. (b) Notwithstanding anything Anything herein contained herein to the contrarycontrary notwithstanding, each Grantor shall remain liable under the Assigned Agreement, to perform all of the obligations undertaken by it is thereunder, all in accordance with and pursuant to the intention of each Grantor, the Collateral Trusteeterms and provisions thereof, and the Secured Parties that Collateral Agent shall have no obligation or liability under such Assigned Agreement by reason of or arising out of this Agreement, nor shall the amount of the Secured Obligation secured by each Grantor’s interests Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of its Property shall be ineither Grantor thereunder or to make any payment, but not in excess of, or to make any inquiry as to the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule nature or regulation sufficiency of any Governmental Authority applicable payment received by it, or present or file any claim, or take any action to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement collect or instrument executed in connection with enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (c) Subject to the terms of the Secured ObligationsIndenture, upon the occurrence and during the continuance of an Event of Default, each Grantor does hereby constitute the Collateral Agent, acting for and on behalf of the holders of the Notes, the amount true and lawful attorney of such Grantor, irrevocably, with full power (in the name of such Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Secured Obligations secured Assigned Agreement or any of the other Collateral, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the Collateral Agent shall give each Grantor notice of any action taken by each it as such attorney-in-fact within two (2) Business Days after taking any such action. (d) If any default by either Grantor under the Assigned Agreement shall occur, the Collateral Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to such Grantor and to the other parties to the Assigned Agreement. Any curing by the Collateral Agent of such Grantor’s interests 's default under the Assigned Agreement shall not be construed as an assumption by the Collateral Agent of any obligations, covenants or agreements of such Grantor under such Assigned Agreement, and the Collateral Agent shall not incur any liability to such Grantor or any other Person as a result of any actions undertaken by the Collateral Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to such Grantor under the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawAssigned Agreement.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for 2.1 To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined in Section 3 hereof) Owner does hereby assign, each Grantor hereby assigns, pledgesgrant and pledge to, and grants subject to the Collateral Trustee a security interest in favor of, Administrative Agent, on behalf of and for the benefit of Administrative Agent and the Secured Parties a lien on and continuing security interest in Banks, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Owner, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located under: 2.1.1 The following agreements and whether now or hereafter existing or arising documents, as amended from time to time (individually, an "Assigned Agreement," and collectively, the “Collateral”):"Assigned Agreements") and all of Owner's rights thereunder: (a) [INSERT IF PROJECT OWNER - IF AT CLOSING USE GENERAL DEFINITIONS BELOW AND IF AT FUNDING INSERT DESCRIPTION OF (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such ContractANY POWER ISLAND SUPPLY CONTRACT; (ii) all AccountsANY PRIME CONSTRUCTION CONTRACT; (iii) all InventoryANY ENGINEERING CONTRACT; (iv) all EquipmentANY MAINTENANCE CONTRACT; (v) all General IntangiblesANY CONSTRUCTION MANAGEMENT AGREEMENT; (vi) all Investment PropertyANY PROJECT DOCUMENT RELATED TO THE DELIVERY OF WATER TO THE PROJECTS; (vii) all FixturesANY LEASE; (viii) all Cash CollateralANY O&M AGREEMENT; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability)ANY PROJECT MANAGEMENT AGREEMENT; (x) any right to receive a payment under any Hedge Contract in connection with a termination thereofANY GAS SUPPLY CONTRACT; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other PersonANY GAS TRANSPORTATION AGREEMENT; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunderANY FUEL MANAGEMENT AGREEMENT; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunderANY POWER PURCHASE DOCUMENT; (xiv) without limiting ANY POWER MARKETING AGREEMENT; AND (xv) ANY EQUIPMENT LEASE;] (b) the generality of insurance policies maintained or required to be maintained by Owner or any other Person under the foregoingCredit Agreement [OR THE TURBINE PURCHASE CONTRACT][OR ANY PROJECT DOCUMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH POLICIES INSURING AGAINST LOSS OF REVENUES BY REASON OF INTERRUPTION OF THE OPERATION OF THE PROJECT AND ALL LOSS PROCEEDS AND OTHER AMOUNTS PAYABLE TO OWNER THEREUNDER, AND ALL EMINENT DOMAIN PROCEEDS RELATING TO THE PROJECT]; (c) to the extent assignable, all other agreements, including vendor warranties, running to Owner or assigned to Owner, relating to the [CONSTRUCTION, MAINTENANCE, IMPROVEMENT, OPERATION OR ACQUISITION OF THE PROJECT][PURCHASE OF THE TURBINE] or any part thereof, 3 381 or transport of material, equipment and other parts of the [PROJECT][TURBINE] or any part thereof; (d) [INSERT IF PROJECT OWNER][ANY OTHER LEASE OR SUBLEASE AGREEMENTS OR EASEMENT AGREEMENTS RELATING TO THE PROJECT OR ANY PART THEREOF OR ANY ANCILLARY FACILITIES TO WHICH OWNER IS OR BECOMES A PARTY]; (e) [INSERT IF PROJECT OWNER][ANY TURBINE PURCHASE CONTRACT TO WHICH OWNER IS OR BECOMES A PARTY]; (f) [INSERT IF PROJECT OWNER][EACH ADDITIONAL PROJECT DOCUMENT, AND, TO THE EXTENT ASSIGNABLE, ANY OTHER AGREEMENTS TO WHICH OWNER MAY BE OR BECOME A PARTY TO RELATING TO THE CONSTRUCTION OR OPERATION OF THE PROJECT OR ANY PART THEREOF]; (g) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and (h) [INSERT IF PROJECT OWNER][ALL PERMITS ISSUED IN THE NAME OF THE OWNER BUT EXCLUDING ANY OF THE PERMITS WHICH BY THEIR TERMS OR BY OPERATION OF LAW PROHIBIT OR DO NOT ALLOW ASSIGNMENT OR WHICH WOULD BECOME VOID SOLELY BY VIRTUE OF A SECURITY INTEREST BEING GRANTED THEREIN]; 2.1.2 [INSERT IF PROJECT OWNER][ALL RENTS, PROFITS, INCOME, DISTRIBUTIONS, ROYALTIES AND REVENUES DERIVED IN ANY OTHER MANNER BY OWNER FROM ITS OWNERSHIP OF THE PROJECT OR ANY PART THEREOF AND THE OPERATION OF THE PROJECT OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ALL PROJECT REVENUES AND ALL REVENUES FROM THE SALE OF ELECTRICITY, STEAM, HEAT, GOODS OR SERVICES]; 2.1.3 all other personal propertyproperty and fixtures of Owner, goodsincluding without limitation personal property and fixtures relating to the [PROJECT][TURBINE], Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now owned or existing or hereafter acquired from time or arising, or in which Owner may have an interest, and wheresoever located, whether or not of a type which may be subject to time; 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 2.1.5 [INSERT IF PROJECT OWNER][THE ______________ (THE "OPERATING ACCOUNT");] and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds 2.1.6 the proceeds of or derived from all of the items foregoing (all of the collateral described above in this Section clauses [2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for Such Pledgor's partnership interest in CTLP, 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 prompt and complete payment and performance when due Partnership Agreement, (ii) rights to receive all distributions of all Secured Obligationsany nature whatsoever by the Pledgors with respect to such partnership interest; (iii) capital or ownership interest, each Grantor hereby assignsincluding capital accounts, pledgesin CTLP, and grants all accounts, deposits or credits of any kind with CTLP, (iv) voting rights in or rights to control or direct the Collateral Trustee for the benefit affairs of the Secured Parties a lien on and continuing security interest in all of such Grantor’s CTLP, (v) right, title and interest ininterest, as a partner in CTLP, in or to any and underall of CTLP's assets or properties, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) other rights, title and interest in or to CTLP, and all Investment Property; rights to receive income, profit or other distributions from CTLP, of any nature whatsoever, in each case, as such rights are derived from such Pledgor's partnership interests in CTLP, (vii) all Fixtures; 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 Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidremedies thereunder, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection along with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described proceeds of any of the above and all General Intangibles (as such term is defined in this Section 2the UCC) constituting any of the above. (b) Notwithstanding anything contained herein to the contrary, it is the intention This Agreement and all of each Grantor, the Collateral Trusteesecure the payment and performance of Pledgor's obligations under the Guarantee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be inincluding, but not in excess oflimited to, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any all amounts owed to Collateral Agent, Trustee, the Holders of the Senior Secured ObligationsNotes and the Permitted Additional Senior Lenders, if any, of every kind and description (whether or not evidenced by any note or instrument and whether or not for the amount payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to Guarantee, including all interest, fees, charges, expenses, attorney's fees and accountant's fees (all such obligations being herein called the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law."Obligations"). -----------

Assignment, Pledge and Grant of Security Interest. (a) 2.01 As collateral security for the prompt and complete payment and performance when due of all the Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Secured Party, on behalf of the Beneficiaries, a security interest in and Lien upon all of its property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has or at any time in the future may acquire any right, title or interest (all of the following, together with any other collateral pledged to the Secured Party, for itself and for the benefit of the Secured Parties a lien on and continuing security interest in all of such Grantor’s rightBeneficiaries, title and interest inpursuant to any other Note Document, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”"COLLATERAL"): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (iia) all Accounts; (iiib) all InventoryDeposit Accounts; (ivc) all Equipmentother bank accounts and all funds on deposit therein; (vd) all General Intangiblesmoney, cash and cash equivalents; (vie) all Contracts; (f) all Investment Property; (viig) all FixturesStock; (viiih) all Cash Collateral; Goods (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidincluding Inventory, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocabilityEquipment and Fixtures); (xi) any right to receive a payment under any Hedge Contract in connection with a termination thereofall Chattel Paper, Documents and Instruments; (xi) (Aj) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Personelectronic Chattel Paper; (xiik) any all Books and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunderRecords; (xiiil) any all General Intangibles (including all Intellectual Property, contract rights, chores in action, payment intangibles and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunderSoftware); (xivm) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to timeLetter-of-Credit Rights; (n) all Supporting Obligations; and (xvo) to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payment not otherwise included in the foregoing; (p) all products of all and any of the foregoing and all additions, accessions and improvements to, all substitutions and replacements for for, and all products rents and Proceeds of or derived from all profits of, each of the items described above foregoing. Each of the Grantors, the Secured Party, and each other Beneficiary agree that this Agreement creates, and is intended to create, valid and continuing Liens upon the Collateral in this Section 2favor of the Secured Party, on behalf of the Beneficiaries. (b) 2.02 Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, Secured Party and the Secured Parties other Beneficiaries that the amount of the Secured Obligation Obligations secured by each Grantor’s 's interests in any of its Property shall not be in, but not in excess of, of the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s 's interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s 's obligations hereunder or the liens and security interest granted to the Collateral Trustee Secured Party hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law. 2.03 Each Grantor acknowledges conclusively that such Grantor and the Secured Party intend the security interest created hereunder in the Collateral to attach immediately upon the execution of this Agreement, except in the case of Collateral in which such Grantor subsequently acquires rights, in which case such security interest shall attach contemporaneously with such Grantor acquiring rights therein without the need for any further or other deed, act or consideration. Such security interest shall be effective and shall attach as of the date hereof whether the monies hereby secured or any part thereof shall become owing by any Grantor before or after or upon the date of execution of this Agreement. Each Grantor acknowledges conclusively that value has been given.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Secured Party for the benefit of the Secured Parties Beneficiaries a lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all checking, savings, deposit or other account of such Grantor and all other accounts held in the name of such Grantor with any Lender; (ix) all Cash Collateral; (ixx) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which that would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (xxi) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xixii) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xiixiii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which that is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiiixiv) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xivxv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xvxvi) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in Section 2(a) and other than to the extent set forth in this Security Agreement in Section 2(b), any Contract, Contract Document or other agreement document (and any Contract Rights arising thereunder) to which any of the Grantors is a party to the extent (but only to the extent) that a Grantor is prohibited from granting a security interest in, pledge of, or instrument executed in connection with charge, mortgage or lien upon any such Property by reason of (A) an existing and enforceable negative pledge or anti-assignment provision or (B) applicable law or regulation to which such Grantor is subject (all such Contracts, Contract Documents, and other documents being the payment “Excluded Contracts”), shall be excluded from the lien and security interest granted hereunder (and shall, as applicable, not be included as “Collateral”, “Contracts”, “Contract Rights”, “Contract Documents”, “General Intangibles”, “Investment Property”, “Legal Requirements”, “Insurance Contracts”, “Instruments”, “Pledged Equity” or “Chattel Paper” for the purposes hereof); provided, however, that (x) the exclusion from the lien and security interest granted by such Grantor hereunder of any Contract Rights of any of the Secured Obligations, the amount Grantors under one or more of the Secured Obligations secured Excluded Contracts shall not limit, restrict or impair the grant by each Grantor’s interests such Grantor of the lien and security interest in any of its Property pursuant Accounts or receivables arising under any such Excluded Contract or any payments due or to become due thereunder, (y) any Excluded Contract shall automatically cease to be excluded from this Security Agreement Section 2(b) (and shall automatically be limited to an aggregate amount equal subject to the largest amount that would not render such Grantor’s obligations hereunder or the liens lien and security interest granted hereby and to the terms and provisions of this Security Agreement as a “Collateral”), to the extent that (1) either of the prohibitions discussed in clause (A) and (B) above is ineffective or subsequently rendered ineffective under Sections 9.406, 9.407, 9.408 or 9.409 of the UCC or under any other Legal Requirement or is otherwise no longer in effect, or (2) the applicable Grantor has obtained the consent of the other parties to such Excluded Contract to the creation of a lien and security interest in, such Excluded Contract (which consent, upon the reasonable request of the Secured Party, such Grantor will use its commercial reasonable efforts to obtain), and (z) any proceeds received by any Grantor from the sale, transfer or other disposition of Excluded Contracts shall constitute Collateral Trustee hereunder unless any assets or property constituting such proceeds are themselves subject to avoidance under the exclusions set forth in this Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law2(b).

Assignment, Pledge and Grant of Security Interest. 2.1 Subject to applicable law (a) As collateral security for including, without limitation, all applicable rules and regulations of the prompt and complete NIGC), to secure the timely payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee for the benefit of the Secured Parties Obligations (as defined in Section 3 hereof) the Authority does hereby assign and pledge to, and grant a lien on and continuing security interest in favor of, the Trustee all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of the Authority, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located under: (a) all contracts, agreements and whether now documents, including without limitation the following contracts, agreements and documents, as amended, amended and restated, supplemented or hereafter existing or arising otherwise modified from time to time (individually, an "Assigned Agreement," and collectively, the “Collateral”):"Assigned Agreements") and all of the Authority's rights thereunder: (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated Construction Contracts with such Contracts and each and every document granting security respect to such Grantor under any such Contractthe Facility to which the Authority is or may become a party from time to time; (ii) the insurance policies maintained or required to be maintained by the Authority or any other Person under the Collateral Documents or any Construction Contracts, including, without limitation, any such policies insuring against loss of revenues by reason of interruption of the operation of the Facility and all Accountsloss proceeds and other amounts payable to the Authority thereunder, and all eminent domain proceeds relating to the Facility; (iii) all Inventoryother agreements, including vendor warranties, running to the Authority or assigned to the Authority, that relate to the construction, maintenance, improvement, operation or acquisition of the Facility or any part thereof, or transport of material, equipment and other parts of the Facility or any part thereof; provided that the security interest granted hereby with respect to any management contract relating to the Facility shall only relate to the right to payments under such management contract; (iv) all Equipmentthe Escrow Agreement; (v) all General Intangiblesany other lease or sublease agreements relating to the Facility or any part thereof or any ancillary facilities to which the Authority is or becomes a party, but excluding any lease or sublease agreement of interest in real property; (vi) all Investment Property;amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and (vii) to the extent assignable, all Fixturespermits and governmental approvals issued in the name of the Authority or relating in any way to the operation of the Facility, including without limitation approvals of Gaming Regulatory Authorities; (viiib) all rents, profits, income, distributions, royalties and revenues derived in any manner by the Authority from the Facility or any part thereof and the operation of the Facility or any part thereof, including, without limitation, all Pledged Revenues, but excluding all items described in the proviso to the definition of "Pledged Revenues" in the Cash Collateral and Disbursement Agreement; (c) all other personal property of the Authority, including without limitation personal property relating to the Facility, whether now owned or existing or hereafter acquired or arising, or in which the Authority may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including without limitation (except to the extent that any of the following are deemed to be fixtures) all machinery, tools, control equipment, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, as-extracted collateral, farm products, manufactured homes, equipment, service equipment, motor vehicles, building or maintenance equipment, gaming machines or devices of any type, 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 the Authority; (d) all goods, money, instruments, securities, accounts, contract rights, commercial tort claims, letters of credit, letter of credit rights, payment intangibles, health-care insurance receivables, promissory notes, software, supporting obligations, documents, deposit accounts, chattel paper (including tangible and electronic chattel paper), as-extracted collateral, general intangibles and inventory, including, without limitation, those relating to the Facility; (e) all investment property (including both certificated and uncertificated securities, security entitlements, security accounts, commodity contracts and commodity accounts), and including each of the Securities Accounts, and all Financial Assets and other assets therein and all security entitlements with respect thereto; (f) all deposit accounts, including each of the Deposit Accounts, and all monies and other assets on deposit therein; (g) the Escrow Account; (h) the Management Fees Note; (i) all Cash CollateralEquivalents; (ixj) any Legal Requirements now other personal property assets or hereafter held personal property owned by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidthe Authority, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability not included (or revocability);expressly excluded) in the foregoing; and (xk) any right the proceeds (including cash and noncash proceeds) of all of above the including without limitation (i) all rights of the Authority to receive a payment monies due and to become due under any Hedge Contract or pursuant to the collateral described in connection with a termination thereof; clauses (xia) through (Aj); (ii) all policies rights of insurance and Insurance Contractsthe Authority to receive the return of any premiums for, now or hereafter held by or on behalf of such Grantorproceeds of, including casualty and liability, business interruption, and any title insurance, indemnity, warranty or guaranty with respect to the such collateral or to receive any condemnation proceeds; (Biii) all Proceeds claims of insurancethe Authority for damages arising out of, or for breach of or default under, the Assigned Agreements or any other such collateral; (iv) all rights of the Authority 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 (Cv) to the extent not included in the foregoing, all rights, now proceeds receivable or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) received when any and all liens and security of such collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily foregoing (all of the collateral described in clauses (a) through (k), as modified by each other provision of Sections 2.1 through 2.5, being herein collectively referred to as the "Collateral"); provided, however, that the Collateral shall not include any assets, revenues, accounts, property or other interests (together of the Authority that the Authority is prohibited from alienating under applicable federal law or state law, including any statute, decision, rule or regulation of the United States or the State of California or under any contract or agreement with the documents evidencing such security interests) granted United States or the State of California (except to such Grantor by an obligor to secure such obligor’s obligations owing under the extent Section 9407, 9408 or 9409 of the UCC or the analogous provision of the Uniform Commercial Code in effect in any Instrumentother jurisdiction, Chattel Paperas applicable, or Contract which is pledged hereunder or with respect to which would permit the creation of a security interest in such Grantor’s rights in property without violating applicable law); provided, further, the Collateral shall not include any license, permit or approval if (x) such Instrumentitem is a license or permit to operate gaming at the Facility, Chattel Paper(y) by its terms or operation of Law such item is not assignable, or Contract (z) the assignment of, or grant of a security interest in, such item would cause such item to become void, would constitute a breach under such item, is granted hereunder;prohibited by such item or by Law or would violate any Law, except to the extent Section 9407, 9408 or 9409 of the UCC or the analogous provisions of the Uniform Commercial Code in effect in any other jurisdiction, as applicable, would permit and allow such assignment without causing such a breach or violation and without causing such item to be void; AND PROVIDED, STILL FURTHER, THAT NO GRANT OF A SECURITY INTEREST HEREIN OR ANY OTHER TERM HEREOF, INCLUDING THE RIGHT TO ENFORCE ANY TERMS HEREIN, SHALL CREATE ANY PROPRIETARY INTEREST OF ANY PERSON IN ANY GAMING ACTIVITY CONDUCTED BY OR ON BEHALF OF THE AUTHORITY OR THE TRIBE OR PERMIT ANY PERSON TO MANAGE ANY SUCH GAMING ACTIVITY. (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of 2.2 In order to effectuate the foregoing, all other personal propertythe Authority has heretofore delivered, goodsor concurrently with the delivery hereof is delivering, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets to the Trustee an executed counterpart or certified copy of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all each of the items described above Assigned Agreements. The Authority will likewise deliver to the Trustee an executed counterpart of each material future lease, construction agreement, operation agreement and other agreement, including without limitation those relating to the Facility or any part thereof, and amendments and supplements to the foregoing, included in this Section 2the Collateral, as they are entered into by the Authority promptly upon the execution thereof. (b) 2.3 Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained herein, the Authority 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 the Trustee shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Security Agreement Agreement, nor shall the Trustee be required or obligated in any other agreement manner to perform or instrument executed in connection with fulfill any obligations of the Authority 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 the Authority under any of the Secured ObligationsAssigned Agreements shall occur and be continuing, then the Trustee shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to the Authority and to the parties to the Assigned Agreement or Assigned Agreements for which the Trustee intends to remedy the default. Any cure by the Trustee of the Authority's default under any of the Assigned Agreements shall not be construed as an assumption by the Trustee of any obligations, covenants or agreements of the Authority under such Assigned Agreement, and the Trustee shall not be liable to the Authority or any other Person as a result of any actions undertaken by the Trustee in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of the Authority under the Assigned Agreements. 2.5 Any purchase money obligation created by any of the Collateral Documents shall continue even after the Collateral Documents have been amended, supplemented, modified, restated, refinanced, consolidated or restructured. In addition, to the extent any of the Proceeds may have been used to finance or refinance any asset, the amount parties intend for the obligations of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant Authority related thereto to this Security Agreement shall be limited constitute purchase money obligations and for the Trustee to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and have a related purchase money security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawinterest.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor does hereby assignsassign as collateral, pledgesgrant a security interest in, and grants pledge, to the Collateral Trustee for the benefit Trustee, on behalf of the Secured Parties a lien on and continuing security interest in holders of the Notes, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located under: (i) the Interest Escrow Account (as defined in the Interest Escrow Agreement) and whether now or hereafter existing or arising the Satellite Escrow Account (as defined in the Satellite Escrow Agreement) (collectively, the “Collateral”): (i"ESCROW ACCOUNTS") and all Contractsfunds contained in the Escrow Accounts, including all Contract Rights, Contract Documents and Accounts associated with investments of such Contracts and each and every document granting security to such Grantor under any such Contract;funds. (ii) all Accounts;the Interest Escrow Agreement and the Satellite Escrow Agreement, in each case as amended or modified from time to time (collectively, the "ASSIGNED AGREEMENTS"). (iii) the proceeds of all Inventory; of the foregoing (ivall of the collateral described in clauses (i) all Equipment; and (vii) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidbeing herein collectively referred to as the "COLLATERAL"), voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) including (A) all policies rights of insurance Grantor to receive moneys due and Insurance Contracts, now to become due under or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurancepursuant to the Collateral, (B) all Proceeds rights of Grantor to receive return of any premiums for or proceeds of any insurance, and indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (C) all rights, now claims of Grantor for damages arising out of or hereafter held by such Grantor to any warranties for breach of any manufacturer or contractor of default under the Assigned Agreements or any other Person; Collateral, (xiiD) all rights of Grantor under the Assigned Agreements, including any rights to perform thereunder and to compel performance and otherwise exercise all liens remedies thereunder and security interests (together with E) to the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest extent not included in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything Anything herein contained herein to the contrarycontrary notwithstanding, Grantor shall remain liable under the Assigned Agreements, to perform all of the obligations undertaken by it is thereunder, all in accordance with and pursuant to the intention of each Grantor, the Collateral Trusteeterms and provisions thereof, and the Secured Parties that Trustee shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement, nor shall the amount of the Secured Obligation secured by each Grantor’s interests Trustee be required or obligated in any manner to perform or fulfill any obligations of its Property shall be inGrantor thereunder or to make any payment, but not in excess of, or to make any inquiry as to the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule nature or regulation sufficiency of any Governmental Authority applicable payment received by it, or present or file any claim, or take any action to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement collect or instrument executed in connection with enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (c) Subject to the terms of the Secured ObligationsIndenture, upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Trustee, acting for and on behalf of the Noteholders, the amount true and lawful attorney of Grantor, irrevocably, with full power (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Secured Obligations secured Assigned Agreements or any of the other Collateral, including any insurance policies, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Trustee may deem to be necessary or advisable; provided, however, that the Trustee shall give Grantor notice of any action taken by each it as such attorney-in-fact promptly after taking any such action. (d) If any default by Grantor under any of the Assigned Agreements shall occur, the Trustee shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Grantor and to the parties to the Assigned Agreements. Any curing by the Trustee of Grantor’s interests 's default under any of the Assigned Agreements shall not be construed as an assumption by the Trustee of any obligations, covenants or agreements of Grantor under such Assigned Agreements, and the Trustee shall not incur any liability to Grantor or any other Person as a result of any actions undertaken by the Trustee in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to Grantor under the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawAssigned Agreements.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) the following agreements and documents, as amended, supplemented, substituted, renewed or replaced from time to time (individually, an "Assigned Agreement," collectively, the "Assigned Agreements") and all Contractsof ------------------ ------------------- Grantor's rights thereunder: (A) Credit Agreement, all Contract Rightsdated as of May 28, Contract Documents 1999, by and Accounts associated with such Contracts between Grantor and each Navy I; and (B) Credit Agreement, dated as of May 28, 1999, by and every document granting security to such between Grantor under any such Contract;and BLM; and (C) Credit Agreement, dated as of May 28, 1999, by and between Grantor and Navy II. (ii) all Accountsrents, profits, income, royalties and revenues derived in any other manner by Grantor; (iii) all Inventoryother personal property and fixtures of Grantor, whether now owned or existing or hereafter acquired or arising, or in which Grantor may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including all furnishings, furniture, equipment, motor vehicles, 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 Grantor; (iv) all Equipmentgoods, money, instruments, investment securities, accounts, contract rights, documents, deposit accounts, bank accounts, chattel paper, general intangibles, equipment and inventory; (v) the Revenue Account, the Principal Account, the Interest Account, the Debt Service Reserve Account, the Capital Expenditure Reserve Account, the Operating and Maintenance Fees Account, the Management Fees Account, the Distribution Account, the Distribution Suspense Account, the Redemption Account and the Loss Proceeds Account, (as such terms are defined in the Depositary Agreement dated as of the date hereof) including any subaccounts within such accounts, and all General Intangibles;other accounts and sub-accounts established pursuant to the Depositary Agreement; and (vi) the proceeds of all Investment Property; of the foregoing (viiall of the collateral described in clauses (i) through (vi) being herein collectively referred to as the "Collateral"), including without limitation (1) all Fixtures; rights of Grantor to ---------- receive moneys due and to become due under or pursuant to the Collateral, (viii2) all Cash Collateral; (ix) rights of Grantor to receive return of any Legal Requirements now premiums for or hereafter held by such Grantor (except that proceeds of any Legal Requirement which would by its terms insurance, indemnity, warranty or under applicable law become void, voidable, terminable or revocable by being subjected guaranty with respect to the Lien Collateral or to receive condemnation proceeds, (3) all claims of this Security Agreement Grantor for damages arising out of or in which a Lien is not permitted to be granted for breach of or default under applicable lawthe Assigned Agreements or any other Collateral, is hereby excluded from such Lien and (4) to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything contained herein Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the contraryCollateral Agent, it is the intention a copy of an executed counterpart of each Grantorof the Assigned Agreements. (c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Collateral TrusteeAssigned Agreements, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Secured Parties that Collateral Agent shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement (during the amount period of Grantor's right of use and possession thereof as provided herein), nor shall the Secured Obligation secured by each Grantor’s interests Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of its Property shall be inGrantor thereunder or to make any payment, but not in excess of, or to make any inquiry as to the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule nature or regulation sufficiency of any Governmental Authority applicable payment received by it, or present or file any claim, or take any action to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement collect or instrument executed in connection with enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (d) Subject to the terms of the Secured ObligationsIndenture, upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the amount Holders of the Senior Secured Obligations secured Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including without limitation any insurance policies with respect to the Project, to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the Collateral Agent shall give Grantor notice of any action taken by it as such attorney-in-fact promptly after taking any such action. (e) If any default by Grantor under any of the Assigned Agreements shall occur, the Collateral Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to Grantor and to the parties to each Assigned Agreement in default. The Collateral Agent shall have a reasonable opportunity, but not fewer than sixty (60) days (or such other period as the Collateral Agent and the Persons other than Grantor who are parties to the Assigned Agreement may agree) after giving such notice, in which to cure such default and upon the commencement thereof will proceed diligently to cure such default. Any curing by the Collateral Agent of Grantor’s interests 's default under any of the Assigned Agreements shall not be construed as an assumption by the Collateral Agent of any obligations, covenants or agreements of Grantor under such Assigned Agreements, and the Collateral Agent shall not incur any liability to Grantor or any other Person as a result of any actions undertaken by the Collateral Agent in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to Grantor under the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawAssigned Agreements.

Assignment, Pledge and Grant of Security Interest. 2.1 Subject to applicable law (a) As collateral security for including, without limitation, all applicable rules and regulations of the prompt and complete NIGC), to secure the timely payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee for the benefit of the Secured Parties Obligations (as defined in Section 3 hereof) the Authority does hereby assign and pledge to, and grant a lien on and continuing security interest in favor of, the Trustee all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of the Authority, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located under: (a) all contracts, agreements and whether now documents, including without limitation the following contracts, agreements and documents, as amended, amended and restated, supplemented or hereafter existing or arising otherwise modified from time to time (individually, an "Assigned Agreement," and collectively, the “Collateral”):"Assigned Agreements") and all of the Authority's rights thereunder: (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated Construction Contracts with such Contracts and each and every document granting security respect to such Grantor under any such Contractthe Facility to which the Authority is or may become a party from time to time; (ii) the insurance policies maintained or required to be maintained by the Authority or any other Person under the Collateral Documents or any Construction Contracts, including, without limitation, any such policies insuring against loss of revenues by reason of interruption of the operation of the Facility and all Accountsloss proceeds and other amounts payable to the Authority thereunder, and all eminent domain proceeds relating to the Facility; (iii) all Inventoryother agreements, including vendor warranties, running to the Authority or assigned to the Authority, that relate to the construction, maintenance, improvement, operation or acquisition of the Facility or any part thereof, or transport of material, equipment and other parts of the Facility or any part thereof; provided that the security interest granted hereby with respect to any management contract relating to the Facility shall only relate to the right to payments under such management contract; (iv) all Equipmentany other lease or sublease agreements relating to the Facility or any part thereof or any ancillary facilities to which the Authority is or becomes a party, but excluding any lease or sublease agreement of interest in real property; (v) all General Intangiblesthe Escrow Agreement; (vi) all Investment Property;amendments, supplements, substitutions and renewals to any of the aforesaid agreements; and (vii) to the extent assignable, all Fixturespermits and governmental approvals issued in the name of the Authority or relating in any way to the operation of the Facility, including without limitation approvals of Gaming Regulatory Authorities; (viiib) all rents, profits, income, distributions, royalties and revenues derived in any manner by the Authority from the Facility or any part thereof and the operation of the Facility or any part thereof, including, without limitation, all Pledged Revenues, but excluding all items described in the proviso to the definition of "Pledged Revenues" in the Cash Collateral and Disbursement Agreement; (c) all other personal property of the Authority, including without limitation personal property relating to the Facility, whether now owned or existing or hereafter acquired or arising, or in which the Authority may have an interest, and wheresoever located, whether or not of a type which may be subject to a security interest under the UCC, including without limitation (except to the extent that any of the following are deemed to be fixtures) all machinery, tools, control equipment, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, as-extracted collateral, farm products, manufactured homes, equipment, service equipment, motor vehicles, building or maintenance equipment, gaming machines or devices of any type, 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 the Authority; (d) all goods, money, instruments, securities, accounts, contract rights, commercial tort claims, letters of credit, letter of credit rights, payment intangibles, health-care insurance receivables, promissory notes, software, supporting obligations, documents, deposit accounts, chattel paper (including tangible and electronic chattel paper), as-extracted collateral, general intangibles and inventory, including, without limitation, those relating to the Facility; (e) all investment property (including both certificated and uncertificated securities, security entitlements, security accounts, commodity contracts and commodity accounts), and including each of the Securities Accounts, and all Financial Assets and other assets therein and all security entitlements with respect thereto; (f) all deposit accounts, including each of the Deposit Accounts, and all monies and other assets on deposit therein; (g) the Escrow Account; (h) the Management Fees Note; (i) all Cash CollateralEquivalents; (ixj) any Legal Requirements now other personal property assets or hereafter held personal property owned by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidthe Authority, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability not included (or revocability);expressly excluded) in the foregoing; and (xk) any right the proceeds (including cash and noncash proceeds) of all of above the including without limitation (i) all rights of the Authority to receive a payment monies due and to become due under any Hedge Contract or pursuant to the collateral described in connection with a termination thereof; clauses (xia) through (Aj); (ii) all policies rights of insurance and Insurance Contractsthe Authority to receive the return of any premiums for, now or hereafter held by or on behalf of such Grantorproceeds of, including casualty and liability, business interruption, and any title insurance, indemnity, warranty or guaranty with respect to the such collateral or to receive any condemnation proceeds; (Biii) all Proceeds claims of insurancethe Authority for damages arising out of, or for breach of or default under, the Assigned Agreements or any other such collateral; (iv) all rights of the Authority 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 (Cv) to the extent not included in the foregoing, all rights, now proceeds receivable or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) received when any and all liens and security of such collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily foregoing (all of the collateral described in clauses (a) through (k), as modified by each other provision of Sections 2.1 through 2.5, being herein collectively referred to as the "Collateral"); provided, however, that the Collateral shall not include any assets, revenues, accounts, property or other interests (together of the Authority that the Authority is prohibited from alienating under applicable federal law or state law, including any statute, decision, rule or regulation of the United States or the State of California or under any contract or agreement with the documents evidencing such security interests) granted United States or the State of California (except to such Grantor by an obligor to secure such obligor’s obligations owing under the extent Section 9407, 9408 or 9409 of the UCC or the analogous provision of the Uniform Commercial Code in effect in any Instrumentother jurisdiction, Chattel Paperas applicable, or Contract which is pledged hereunder or with respect to which would permit the creation of a security interest in such Grantor’s rights in property without violating applicable law); provided, further, the Collateral shall not include any license, permit or approval if (x) such Instrumentitem is a license or permit to operate gaming at the Facility, Chattel Paper(y) by its terms or operation of Law such item is not assignable, or Contract (z) the assignment of, or grant of a security interest in, such item would cause such item to become void, would constitute a breach under such item, is granted hereunder;prohibited by such item or by Law or would violate any Law, except to the extent Section 9407, 9408 or 9409 of the UCC or the analogous provisions of the Uniform Commercial Code in effect in any other jurisdiction, as applicable, would permit and allow such assignment without causing such a breach or violation and without causing such item to be void; AND PROVIDED, STILL FURTHER, THAT NO GRANT OF A SECURITY INTEREST HEREIN OR ANY OTHER TERM HEREOF, INCLUDING THE RIGHT TO ENFORCE ANY TERMS HEREIN, SHALL CREATE ANY PROPRIETARY INTEREST OF ANY PERSON IN ANY GAMING ACTIVITY CONDUCTED BY OR ON BEHALF OF THE AUTHORITY OR THE TRIBE OR PERMIT ANY PERSON TO MANAGE ANY SUCH GAMING ACTIVITY. (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of 2.2 In order to effectuate the foregoing, all other personal propertythe Authority has heretofore delivered, goodsor concurrently with the delivery hereof is delivering, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets to the Trustee an executed counterpart or certified copy of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all each of the items described above Assigned Agreements. The Authority will likewise deliver to the Trustee an executed counterpart of each material future lease, construction agreement, operation agreement and other agreement, including without limitation those relating to the Facility or any part thereof, and amendments and supplements to the foregoing, included in this Section 2the Collateral, as they are entered into by the Authority promptly upon the execution thereof. (b) 2.3 Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained herein, the Authority 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 the Trustee shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Security Agreement Agreement, nor shall the Trustee be required or obligated in any other agreement manner to perform or instrument executed in connection with fulfill any obligations of the Authority 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 the Authority under any of the Secured ObligationsAssigned Agreements shall occur and be continuing, then the Trustee shall, at its option, be permitted (but shall not be obligated) to remedy any such default by giving written notice of such intent to the Authority and to the parties to the Assigned Agreement or Assigned Agreements for which the Trustee intends to remedy the default. Any cure by the Trustee of the Authority's default under any of the Assigned Agreements shall not be construed as an assumption by the Trustee of any obligations, covenants or agreements of the Authority under such Assigned Agreement, and the Trustee shall not be liable to the Authority or any other Person as a result of any actions undertaken by the Trustee in curing or attempting to cure any such default. This Agreement shall not be deemed to release or to affect in any way the obligations of the Authority under the Assigned Agreements. 2.5 Any purchase money obligation created by any of the Collateral Documents shall continue even after the Collateral Documents have been amended, supplemented, modified, restated, refinanced, consolidated or restructured. In addition, to the extent any of the Proceeds may have been used to finance or refinance any asset, the amount parties intend for the obligations of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant Authority related thereto to this Security Agreement shall be limited constitute purchase money obligations and for the Trustee to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and have a related purchase money security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawinterest.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor Pledgor hereby assigns, pledges, assigns and grants pledges to the Collateral Trustee Agent for the benefit of the Trustee, the Holders of the Senior Secured Parties 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 lien on and continuing security interest in all of such Grantor’s the estate, right, title and interest of each such Pledgor, now owned or hereafter acquired, in, to and underunder any and all of the following (the "Collateral"): ---------- Such Pledgor's partnership interest in CLJV, all items described in this Section 2, whether now owned or hereafter acquired by including without limitation such Grantor and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”): Pledgor's (i) rights to receive all Contractsincome, all Contract Rightsgain, Contract Documents and Accounts associated with such Contracts and each and every document granting security profit, loss or other items allocated or distributed to such Grantor Pledgor under any such Contract; the Partnership Agreement, (ii) rights to receive all Accounts; distributions of any nature whatsoever by the Pledgors with respect to such partnership interest; (iii) capital or ownership interest, including capital accounts, in CLJV, and all Inventory; accounts, deposits or credits of any kind with CLJV, (iv) all Equipment; voting rights in or rights to control or direct the affairs of CLJV, (v) right, title and interest, as a partner in CLJV, in or to any and all General Intangibles; of CLJV's assets or properties, (vi) other rights, title and interest in or to CLJV, and all Investment Property; rights to receive income, profit or other distributions from CLJV, of any nature whatsoever, in each case, as such rights are derived from such Pledgor's partnership interests in CLJV, (vii) all Fixtures; 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 Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become voidremedies thereunder, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection along with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described proceeds of any of the above and all General Intangibles (as such term is defined in this Section 2the UCC) constituting any of the above. (b) Notwithstanding anything contained herein to the contrary, it is the intention This Agreement and all of each Grantor, the Collateral Trusteesecure the payment and performance of Guarantors' obligations under the Guarantee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be inincluding, but not in excess oflimited to, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any all amounts owed to Collateral Agent, Trustee, the Holders of the Senior Secured ObligationsNotes and the Permitted Additional Senior Lenders, if any, of every kind and description (whether or not evidenced by any note or instrument and whether or not for the amount payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to Guarantee, including all interest, fees, charges, expenses, attorney's fees and accountant's fees (all such obligations being herein called the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law."Obligations"). -----------

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all ContractsGovernmental Approvals (as defined in the Indenture) relating to the Navy I Project whether now existing or hereafter acquired, all Contract Rightsexcluding, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under however, any such ContractGovernmental Approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein; (ii) the proceeds of all Accounts; of the foregoing (iiiall of the collateral described in clauses (i) and (ii) being herein collectively referred to as the "Collateral"), including without limitation (1) all Inventory; rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (iv2) all Equipment; rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (v3) all General Intangibles; claims of Grantor for damages arising out of or for breach of or default under the Governmental Approvals or any other Collateral, and (vi4) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything contained herein Grantor has heretofore delivered or concurrently with the delivery hereof is delivering to the contraryCollateral Agent, it is the intention a true and correct copy of each of the Governmental Approvals. Grantor will deliver to Collateral Agent a true and correct copy of any additional Governmental Approval, and material amendments and supplements to the foregoing, included in the Collateral, as they are obtained by Grantor. (c) Anything herein contained to the contrary notwithstanding, Grantor shall remain liable under each of the Collateral TrusteeGovernmental Approvals, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Collateral Agent shall have no obligation or liability under any of such Governmental Approvals by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder. (d) Upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Parties Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all claims arising out of the Governmental Approvals to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property Collateral Agent shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation give Grantor notice of any Governmental Authority applicable to action taken by it as such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in attorney-in-fact promptly after taking any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawaction.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as that term is defined in Section 3), each Grantor does hereby assignsassign, pledgesgrant and pledge to, and grants subject to the Collateral Trustee for the benefit of the Secured Parties a lien on and continuing security interest in favor of, the Collateral Agent, on behalf of the Trustee, the Holders of the Senior Secured Notes, and the Permitted Additional Senior Lenders, if any, all of such Grantor’s the estate, right, title and interest in, to and under, all items described in this Section 2of Grantor, whether now owned or hereafter acquired by such Grantor acquired, in, to and wherever located and whether now or hereafter existing or arising (collectively, the “Collateral”):under: (i) all ContractsGovernmental Approvals (as defined in the Indenture), all Contract Rightssolely to the extent relating to the Navy I Project, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under whether now existing or hereafter acquired; excluding, however, any such ContractGovernmental Approvals and consents which by their terms or by operation of law would become void solely by virtue of a security interest being granted therein; (ii) the proceeds of all Accounts; of the foregoing (iiiall of the collateral described in clauses (i) and (ii) being herein collectively referred to as the "Collateral"), including without limitation (1) all Inventory; rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (iv2) all Equipment; rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (v3) all General Intangibles; claims of Grantor for damages arising out of or for breach of or default under the Governmental Approvals or any other Collateral, and (vi4) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract not included in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing proceeds receivable or hereafter acquired from time to time; and (xv) received when any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2foregoing Collateral is sold, collected, exchanged or otherwise disposed, whether voluntarily or involuntarily. (b) Notwithstanding anything Anything herein contained herein to the contrarycontrary notwithstanding, to the extent set forth in the Plant O&M Agreement Grantor shall remain liable under each of the Governmental Approvals, to perform all of the obligations undertaken by it is the intention of each Grantor, the Collateral Trusteethereunder, and the Collateral Agent shall have no obligation or liability under any of such Governmental Approvals by reason of or arising out of this Agreement (during the period of Grantor's right of use and possession thereof as provided herein), nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any obligations of Grantor thereunder. (c) Upon the occurrence and during the continuance of an Event of Default, Grantor does hereby constitute the Collateral Agent, acting for and on behalf of Trustee, the Holders of the Senior Secured Parties Notes, and the Permitted Additional Senior Lenders, if any, and each successor or assign thereof, the true and lawful attorney of Grantor, irrevocably, with full power coupled with an interest (in the name of Grantor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all claims arising out of the Governmental Approvals to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may deem to be necessary or advisable; provided, however, that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property Collateral Agent shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation give Grantor notice of any Governmental Authority applicable to action taken by it as such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in attorney-in-fact promptly after taking any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawaction.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for payment in full of the prompt and complete payment and performance when due of all Secured Obligations, each Grantor Pledgor hereby assigns, pledges, and grants to the Collateral Trustee for Owner Lessor, its successors and assigns including as set forth in Section 3 (the benefit of the "Secured Parties Party"), a lien on and continuing security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under: 2.1 the shares of capital stock and limited liability company interests owned by it and listed on Schedule II hereto and any shares of capital stock and limited liability company interests of any Subsidiary Guarantor obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectivelythat to the extent that Applicable Law requires that a Subsidiary Guarantor issue directors' qualifying shares, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with Pledged Stock shall not include such Contracts and each and every document granting security to such Grantor under any such Contractqualifying shares; (iia) all Accounts; the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all Cash Collateral; (ixb) any Legal Requirements now debt securities of the Facility Lessee or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected Subsiidary Guarantor in the future issued to the Lien Pledgor by the Facility Lessee or any Subsidiary of this Security Agreement or in which a Lien is not permitted to be granted under applicable lawthe Facility Lessee, is hereby excluded from and (c) promissory notes and any other instruments evidencing any such Lien to debt (the extent necessary so as to avoid such voidness, voidability, terminability or revocability"Pledged Debt Securities"); (x) any right 2.3 all other property that may be delivered to receive a payment under any Hedge Contract in connection with a termination thereofand held by the Secured Party pursuant to the terms hereof; (xi) (A) 2.4 subject to Section 7, all policies payments of insurance principal or interest, dividends, cash, instruments and Insurance Contractsother property from time to time received, now receivable or hereafter held by otherwise distributed, in respect of, in exchange for or on behalf upon the conversion of such Grantor, including casualty the securities referred to in paragraphs 2.1 and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person2.2 above; (xii) any 2.5 subject to Section 7, all rights and all liens and security interests (together with privileges of the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or Pledgor with respect to which a security interest the securities and other property referred to in such Grantor’s rights in such Instrumentpreceding paragraphs 2.1, Chattel Paper2.2, or Contract is granted hereunder; (xiii) any 2.3 and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time2.4; and (xv) any 2.6 all proceeds and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, foregoing (the amount of items referred to in paragraphs 2.1 through 2.6 being collectively referred to as the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law"Collateral").

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Secured Party for the benefit of the Secured Parties Beneficiaries a lien Lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment PropertyProperty (other than (A) any Investment Property to the extent pledged by a Grantor under the Third Amended and Restated Pledge Agreement dated as of July 27, 2017 among the Borrower, certain of the Grantors party thereto from time to time, and the Secured Party, (B) the Equity Interest in any JV Entity or Excluded Subsidiary); (vii) all Fixtures; (viii) all Cash Collateral; (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract Lender Hedging Agreement in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens Liens and security interests (together with the documents evidencing such Liens and security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, Secured Party and the Secured Parties other Beneficiaries that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens Liens and security interest granted to the Collateral Trustee Secured Party hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for 2.1 To secure the prompt and complete timely payment and performance when due of all Secured Obligationsthe Obligations (as defined below), each Grantor Pledgor hereby assigns, pledgesassigns and pledges to Administrative Agent for the benefit of Administrative Agent and the Banks, and grants to the Collateral Trustee Administrative Agent for the benefit of Administrative Agent and the Secured Parties Banks a lien on and continuing security interest in all of such Grantor’s the estate, right, title and interest of Pledgor, now owned or hereafter acquired, in, to and under, under any and all items described in this Section 2of the following (the "Collateral"): Any and all of Pledgor's [PARTNERSHIP][LIMITED LIABILITY COMPANY] interest(s), whether now owned or hereafter acquired by such Grantor and wherever located and whether now or hereafter existing or arising (collectivelysubsequently acquired, in the Pledged Portfolio Entity, including, without limitation, the “Collateral”): certificates representing such interest(s) and Pledgor's share of (i) all Contractsrights to receive all income, all Contract Rightsgain, Contract Documents and Accounts associated with such Contracts and each and every document granting security profit, loss or other items allocated or distributed to such Grantor Pledgor under any such Contract; the Constituent Agreement; (ii) all Accounts; rights to receive all income, profit or other distributions of any nature whatsoever by the Pledged Portfolio Entity with respect to such interest(s); (iii) all Inventory; of Pledgor's capital or ownership interest, including capital accounts, in the Pledged Portfolio Entity, and all accounts, deposits or credits of any kind with the Pledged Portfolio Entity; (iv) all Equipment; of Pledgor's voting rights in or rights to control or direct the affairs of the Pledged Portfolio Entity; (v) all General Intangibles; of Pledgor's right, title and interest in the Pledged Portfolio Entity, in or to any and all of the Pledged Portfolio Entity's assets or properties; (vi) all Investment Property; other right, title and interest in or to the Pledged Portfolio Entity, as such rights are derived from Pledgor's interest in the Pledged Portfolio Entity; (vii) all Fixtures; claims of Pledgor for damages arising out of or for breach of or default relating to the Collateral; and (viii) all Cash Collateral; rights of Pledgor to terminate, amend, supplement, modify or waive performance under the Constituent Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; and (ix) any Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability); (x) any right to receive a payment under any Hedge Contract in connection with a termination thereof; (xi) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xii) any and all liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiii) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xiv) without limiting the generality of the foregoing, all other personal property, goods, Instruments, Chattel Paper, Documents, Fixtures, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xv) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2. (b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral Trustee, and the Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement in any other agreement or instrument executed in connection with the payment proceeds of any of the Secured Obligationsabove. [ADD ANY PARTNER PLEDGE AGREEMENT] [PROVIDED, HOWEVER, THAT "COLLATERAL" SHALL 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.] 2.2 If any default by Pledgor under the amount Constituent Agreement (a "Constituent Agreement Default") shall occur, Administrative Agent shall, at its option, be permitted (but shall not be obligated) to remedy any such Constituent Agreement Default by giving written notice of such intent to the Pledged Portfolio Entity and Pledgor. Administrative Agent shall have a period of 60 days after giving such notice in which to cure such Constituent Agreement Default. In the event that any such Constituent Agreement Default (except monetary defaults) shall not be reasonably curable within such sixty-day period, neither the Pledged Portfolio Entity nor any Person acting on behalf of the Secured Obligations secured Pledged Portfolio Entity, including, without limitation, a general partner of the Pledged Portfolio Entity, shall exercise any remedies thereunder if Administrative Agent shall, within such 60-day period, initiate action to cure such Constituent Agreement Default and proceed diligently to the curing thereof within 120 days after giving written notice of a Constituent Agreement Default. Any cure by each Grantor’s interests in Administrative Agent of a Constituent Agreement Default shall not be construed as an assumption by Administrative Agent or any of its Property the Banks of any obligations, covenants or agreements of Pledgor under the Constituent Agreement, and, subject to Section 12.13 of the Credit Agreement, neither Administrative Agent nor any of the Banks shall be liable for any action taken pursuant to this Security subsection 2.2 to cure any such Constituent Agreement Default, except as set forth in Section 12.13 of the Credit Agreement. This Agreement shall not be limited deemed to an aggregate amount equal release or to affect in any way the largest amount that would not render such Grantor’s obligations hereunder or of Pledgor under the liens and security interest granted to the Collateral Trustee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable lawConstituent Agreement.

Assignment, Pledge and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby assigns, pledges, and grants to the Collateral Trustee Administrative Agent for the benefit of the Secured Parties a lien Lien on and continuing security interest in all of such Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”): (i) all Contracts, all Contract Rights, Contract Documents and Accounts associated with such Contracts and each and every document granting security to such Grantor under any such Contract; (ii) all Accounts; (iii) all Inventory; (iv) all Equipment; (v) all General Intangibles; (vi) all Investment Property; (vii) all Fixtures; (viii) all checking, savings, deposit or other account of such Grantor and all other accounts held in the name of such Grantor; (ix) all Cash Collateral; (ixx) any governmental approvals, permits, licenses, authorizations, consents, rulings, tariffs, rates, certifications, waivers, exemptions, filings, claims, orders, judgments and decrees and other Legal Requirements now or hereafter held by such Grantor (except that any Legal Requirement which would by its terms or under applicable law become void, voidable, terminable or revocable by being subjected to the Lien of this Security Agreement or in which each a Lien is not permitted to be granted under applicable law, is hereby excluded from such Lien to the extent necessary so as to avoid such voidness, voidability, terminability or revocability“Governmental Approval”); (xxi) any right to receive a payment under any Hedge Contract Hedging Arrangement in connection with a termination thereof; (xixii) (A) all policies of insurance and Insurance Contracts, now or hereafter held by or on behalf of such Grantor, including casualty and liability, business interruption, control of well, and any title insurance, (B) all Proceeds of insurance, and (C) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person; (xiixiii) any and all liens Liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or Contract which is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or Contract is granted hereunder; (xiiixiv) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper or Contract, which are pledged hereunder; (xivxv) without limiting the generality of the foregoing, all other personal property, goods, InstrumentsAccounts, Certificated Securities, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Contracts, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Letters of Credit, Money, Payment Intangibles, Proceeds, Securities, Securities Account, Security Entitlements, Supporting Obligations, Uncertificated Securities, credits, claims, demands and assets of such Grantor whether now existing or hereafter acquired from time to time; and (xvxvi) any and all additions, accessions and improvements to, all substitutions and replacements for and all products and Proceeds of or derived from all of the items described above in this Section 2; (b) Notwithstanding any other provision set forth in this Section 2 or elsewhere in this Agreement, all Excluded Property shall be excluded from the Lien and security interest granted hereunder and shall not constitute “Collateral”; provided, however, that the exclusion from the Lien and security interest granted by such Grantor hereunder of any Contract Rights of any of the Grantors under one or more of the Excluded Contracts shall not limit, restrict or impair the grant by such Grantor of the Lien and security interest in any Accounts or receivables arising under any such Excluded Contract or any payments due or to become due thereunder unless such receivables or payments themselves constitute Excluded Property. (bc) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Collateral TrusteeAdministrative Agent, and the other Secured Parties that the amount of the Secured Obligation secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the liens Liens and security interest granted to the Collateral Trustee Administrative Agent hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.