Common use of Pledge and Assignment Clause in Contracts

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds assets from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Government Securities, and whether held by or registered in the name of the Escrow Agent or any nomineeAgent, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Government Securities and all security entitlements to such Permitted Government Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Government Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For Except as otherwise provided herein, for so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the NotesDebentures, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Money Market Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Money Market Securities and all security entitlements to such Permitted Money Market Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Money Market Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the NotesDebentures, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the NotesDebentures, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the NotesHolders, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the NotesHolders, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the NotesHolders, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company The Pledgor hereby irrevocably pledges, assigns and grants to the Trustee, Collateral Agent for its own benefit and for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control ofexpress right of setoff against, all of the Company’s right, title and interest in and to all of the Pledgor in, to and under the following property, whether now owned or existing or hereafter from time to time acquired or created coming into existence (collectively, the “"Collateral”"): (ia) to secure the Escrow AccountPledgor's Dividend Obligations with respect to the First Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 1 (the "Dividend Collateral Account No. 1"); all security entitlements arising from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, any financial assets credited thereto (including, without limitation, all U.S. Treasury Securities or strips (the Escrow Funds and "U.S. Treasuries") deposited in Dividend Collateral Account No. 1); all certificates and instruments, if any, from time to time, representing funds held therein or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or credited thereto; any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accountsinstruments, checks financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 1; and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by any proceeds (as defined in the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to UCC) and any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; andforegoing; (vb) all proceeds of to secure the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have Pledgor's Dividend Obligations with respect to the Second Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 2 (the "Dividend Collateral Account No. 2"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 2); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 2; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateralforegoing; (c) to secure the Pledgor's Dividend Obligations with respect to the Third Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 3 (the "Dividend Collateral Account No. 3"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 3); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 3; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (d) to secure the Pledgor's Dividend Obligations with respect to the Fourth Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 4 (the "Dividend Collateral Account No. 4"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 4); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 4; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (e) to secure the Pledgor's Dividend Obligations with respect to the Fifth Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 5 (the "Dividend Collateral Account No. 5"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 5); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 5; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (f) to secure the Pledgor's Dividend Obligations with respect to the Sixth Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 6 (the "Dividend Collateral Account No. 6"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 6); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 6; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (g) to secure the Pledgor's Dividend Obligations with respect to the Seventh Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 7 (the "Dividend Collateral Account No. 7"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 7); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 7; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (h) to secure the Pledgor's Dividend Obligations with respect to the Eighth Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 8 (the "Dividend Collateral Account No. 8"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 8); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 8; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (i) to secure the Pledgor's Dividend Obligations with respect to the Ninth Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 9 (the "Dividend Collateral Account No. 9"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 9); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 9; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (j) to secure the Pledgor's Dividend Obligations with respect to the Tenth Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 10 (the "Dividend Collateral Account No. 10"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 10); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 10; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (k) to secure the Pledgor's Dividend Obligations with respect to the Eleventh Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 11 (the "Dividend Collateral Account No. 11"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 11); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 11; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (l) to secure the Pledgor's Dividend Obligations with respect to the Twelfth Dividend Payment Date, the securities account maintained by the Securities Intermediary and identified in Part I of Exhibit A hereto as Dividend Collateral Account No. 12 (the "Dividend Collateral Account No. 12" and together with Dividend Collateral Account No. 1, Dividend Collateral Account No. 2, Dividend Collateral Account No. 3, Dividend Collateral Account No. 4, Dividend Collateral Account No. 5, Dividend Collateral Account No. 6, Dividend Collateral Account No. 7, Dividend Collateral Account No. 8, Dividend Collateral Account No.9, Dividend Collateral Account No. 10 and Dividend Collateral Account No. 11, the "Dividend Collateral Accounts"); all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in Dividend Collateral Account No. 12); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to Dividend Collateral Account No. 12; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and (m) to secure all Obligations, the securities account identified in Part II of Exhibit A hereto (the "Surplus Collateral Account" and, together with the Dividend Collateral Accounts, the "Collateral Accounts"), all security entitlements arising from any financial assets credited thereto (including, without limitation, all U.S. Treasuries deposited in the Surplus Collateral Account); all funds held therein or credited thereto; any notes, certificates of deposit, instruments, financial assets or investment property (as each such term is defined in the UCC) held in or credited to the Surplus Collateral Account; and any proceeds (as defined in the UCC) and any interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

Pledge and Assignment. As security for the Secured Obligations (as defined below)2.1 The Pledgor hereby pledges and, the Company hereby irrevocably pledgesif required, transfers and assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, all of the Company’s his right, title and interest in and the Equity Interest in Jinan Youxiantong to the Pledgee as security for all of the following whether now owned Secured Obligations (Pledge), and the performance of the Pledgor’s other obligations under the Equity Option Agreement between the Pledgor and the Pledgee, dated the date hereof (Equity Option Agreement), and grants a first priority security interest in, all right, title and interest which it has or existing may at any time hereafter acquire in and to the Equity Interest, together with all equity or hereafter acquired other ownership interests representing a dividend on the Equity Interest, a distribution or created return of capital upon or in respect of such Equity Interest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, any voting rights with respect to such Equity Interest or any other interest in Jinan Youxiantong which, by reason of notice or lapse of time or the occurrence of other events, may be converted into a direct equity interest in Jinan Youxiantong, and all proceeds of the foregoing (collectively, Pledged Collateral). 2.2 Immediately upon the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitationoccurrence of an Event of Default, the Escrow Funds Pledgee shall be entitled, at the election of the Pledgee, to: 2.2.1 freely sell or receive payment of the proceeds from the auction or sale of the Equity Interest; or 2.2.2 exercise any and all certificates and instrumentsother rights of a secured party with respect to the Pledged Collateral to the extent permitted under the laws of the PRC. 2.3 The Pledgee is entitled to collect dividends or other distributions, if any, arising from time to time, representing or evidencing the Escrow Account or Equity Interest. 2.4 The Pledgor shall take all action requested by the Escrow Funds; (ii) all investments of funds Pledgee in connection with the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name enforcement of the Escrow Agent or Pledge pursuant to Article 2.2, including, but not limited to: 2.4.1 executing all transfers, conveyances, assignments and assurances of any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Pledged Collateral; (iv) 2.4.2 performing or causing the performance of all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable things necessary or otherwise distributed in respect of or in exchange for any or all desirable under the laws of the then existing CollateralPRC to assist the Pledgee in enforcing the Pledge; and (v) 2.4.3 giving all proceeds notices, orders, directions and consents which the Pledgee reasonably requests in connection with the enforcement of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the CollateralPledge.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the The Company hereby irrevocably pledges, assigns assigns, grants, hypothecates and grants sets over to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, in all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, which all of which shall constitute Permitted Government Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, and all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Government Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted such Government Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoingforegoing including, without limitation, all cash proceeds and all non-cash proceeds thereof. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off setoff or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As Pledgor hereby pledges, grants and assigns to Pledgee a security for interest in the Secured Obligations following (as defined below)collectively, the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, "PLEDGED COLLATERAL"): (a) all of the Company’s right, title and interest of Pledgor as a member in and to all of Essex Hotels LLC (the following whether now owned or existing or hereafter acquired or created (collectively"COMPANY"), the “Collateral”):including but not limited to: (i) Pledgor's right to his share of the Escrow Accountprofits and losses of the Company and the right as a member to receive distributions of the Company's assets, all security entitlements from time to time carried in whether now existing or hereafter arising, whether arising under the Escrow Accountterms of the operating agreement of the Company (as such operating agreement heretofore has been or hereinafter may be amended, all funds from time to time held in the Escrow Accountrestated, including, without limitation, the Escrow Funds and all certificates and instruments, if any, supplemented or otherwise modified from time to time, representing the "OPERATING AGREEMENT") or evidencing the Escrow Account otherwise, or the Escrow Fundsat law or in equity, and any and all proceeds therefrom; (ii) all investments options and warrants for the purchase of funds in membership interests of the Escrow Account, all of which shall constitute Permitted Securities, and whether Company now or hereafter held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted SecuritiesPledgor; (iii) all promissory notesdividends, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividendsdistributions, cash, instrumentsincome, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of of, or in exchange for for, any or all of the then existing Pledged Collateral; (iv) all voting rights of Pledgor with respect to the Company now or hereafter acquired; and (vvi) any other interest, right or privilege that Pledgor presently has, is entitled to, may be entitled to, or shall acquire pursuant to the Operating Agreement, or conferred by statute, law, rule, regulation, or decision (all of the items set forth in THIS SECTION 1(A) are hereinafter collectively referred to as the "ASSIGNED INTERESTS"). (b) all additional membership interests of the Company from time to time acquired by Pledgor in any manner (any such additional membership interests shall constitute part of the Assigned Interests), including, without limitation, those covered in SECTION 5 below. (c) the property and interests in property described in SECTION 3 below. (d) all proceeds of the foregoing. The Trustee hereby appoints Notwithstanding the Escrow Agent to act as the Trustee’s agentforegoing, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as no Event of Default (defined below) has occurred and continues beyond any applicable cure period, Pledgee shall not be entitled to exercise its rights to the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Pledged Collateral.

Pledge and Assignment. (a) As collateral security for the Secured Obligations prompt payment in full when due (as defined below)whether at stated maturity, by acceleration or otherwise) of the Credit Facility Obligations, the Company hereby irrevocably pledges, grants and collaterally assigns to Xxxxxx Xxx a security interest in all: (i) right, title and grants interest of the Company in and to this Agreement relating to the TrusteeFM Commitment Amount and to all funds paid and to be paid by any Investor or one (1) or more of its designees, as the case may be, pursuant this Agreement relating to the FM Commitment Amount, and (ii) all other claims, rights, powers, privileges, interests and remedies of the Company and the Borrowers arising under this Agreement relating to the FM Commitment Amount, including those resulting from any failure by any Investor or one (1) or more of its designees, as the case may be, to perform its obligations hereunder, together in each case with the full power and authority to demand payment of, enforce, collect, receive and deliver receipt for any and all of the foregoing. (b) the Company hereby acknowledges and agrees for the benefit of Xxxxxx Xxx that (i) each Investor’s obligations to make Equity Draws under the FM Commitment Amount hereunder constitute payment intangibles (within the meaning of the UCC) owing to the Company, and (ii) this Agreement constitutes a notification authenticated by the Company, for the equal and ratable benefit of the Holders of the NotesXxxxxx Xxx, a first priority continuing security interest in, that any and control of, all of the Company’s rightrights to all Equity Draws in respect of the FM Commitment Amount required or caused to be made by any Investor have been collaterally assigned to Xxxxxx Xxx as security for the Credit Facility Obligations. (c) Each of the Company and each Investor hereby acknowledges and agrees that Xxxxxx Xxx has expressly relied on the effectiveness of this Agreement (and, title in particular, each Investor’s respective commitments to make the Equity Draws under the FM Commitment Amount under any and interest all circumstances in accordance with the terms hereof) to permit to remain outstanding, extensions of credit under the Xxxxxx Xxx Credit Facilities to the Xxxxxx Xxx Xxxxxxxxx and to all enter into amendments to the Xxxxxx Xxx Credit Facilities on the date hereof. Accordingly, the parties hereto agree and acknowledge that Xxxxxx Xxx shall at any time be entitled, and each of the following whether now owned Company and the Borrowers hereby irrevocably constitutes and appoints Xxxxxx Xxx and any of its officers or existing or hereafter acquired or created (collectivelyagents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in their respective place and stead or, at the “Collateral”): (i) the Escrow Accountoption of Xxxxxx Xxx, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of Xxxxxx Xxx, (i) to enforce the Escrow Agent or terms of this Agreement relating to the FM Commitment Amount, including any nomineeInvestor’s obligations hereunder to make the Equity Draws in respect of the FM Commitment Amount, all certificates and instruments, if any, from time to time representing or evidencing exercise any such Permitted Securities and all security entitlements rights and remedies under this Agreement relating to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities the FM Commitment Amount and/or applicable law arising from time to time hereafter delivered to or otherwise possessed any breach by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral;Company or any Investor of their respective obligations hereunder, and (ii) to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purpose of this Agreement relating to the FM Commitment Amount, including any endorsements or other instruments of transfer or release. The foregoing authorization is coupled with an interest and is irrevocable until this Agreement relating to the FM Commitment Amount has been terminated in accordance with the terms hereof. (ivd) all interest, dividends, cash, instruments, securities and other properties from time Each Investor consents to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment pledge and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateralassignment.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns and grants to the Trustee, for itself and the equal and ratable benefit of the Holders of the NotesHolders, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the NotesHolders, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For Subject to Section 9(b), for so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the NotesHolders, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company Each Pledgor hereby irrevocably pledges, grants and assigns and grants to the TrusteeCollateral Agent, for the equal and ratable benefit of Lender and Cabox-Xxxxxx, x security interest in the Holders following (collectively, the "Pledged Collateral"): (a) All of the Notes, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest of such Pledgor in, to and under such Pledgor's interest as a member of JV Management or as a general or limited partner, as the case may be, in each Joint Venture, Greenbriar Property Partnership and to all of Partnership (the following whether now owned or existing or hereafter acquired or created (collectivelyJoint Ventures, the “Collateral”):Greenbriar Property Partnerships and the Partnerships collectively referred to as the "Subject Partnerships") (excluding the partnership interests owned by such Pledgor which are being pledged pursuant to the Pledge of Disputed Partnership Interests delivered pursuant to the Master Agreement; the "Disputed Partnership Interests"), including, but not limited to: (i) the Escrow Accountprofits and losses of JV Management and the Subject Partnerships and the rights, all security entitlements as a member of JV Management or as a general or limited partner of any of the Subject Partnerships, as the case may be, to receive distributions of the assets of JV Management and any of the Subject Partnerships, whether now existing or hereafter arising, whether arising under the terms of the limited liability agreement of JV Management or the respective partnership agreement of any of the Subject Partnerships (as any such agreement, heretofore or hereinafter may be amended, restated, supplemented or otherwise modified from time to time carried the "Organizational Agreements") or otherwise, or at law or in the Escrow Accountequity, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and any and all certificates proceeds therefrom (such now-owned member or partnership interests being identified on Exhibit A attached hereto and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds;made a part hereof), (ii) all investments options and warrants for the purchase of funds in member or partnership interests of JV Management and any of the Escrow Account, all of which shall constitute Permitted Securities, and whether Subject Partnerships now or hereafter held by or registered in the name of such Pledgor (all of said member or partnership interests, options and warrants under clauses (i) and (ii) held in the Escrow Agent name of any Pledgor, including as a result of the exercise of options or any nomineewarrants, all certificates and instruments, if any, from time being hereinafter collectively referred to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities;as the "Assigned Partner Interests"), (iii) all promissory notesdividends, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividendsdistributions, cash, instruments, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of of, or in exchange for for, any or all of the then existing CollateralAssigned Partner Interests, (iv) all voting rights of such Pledgor with respect to JV Management and any of the Subject Partnerships, now or hereafter acquired, (v) any other right or privilege that such Pledgor presently has, is entitled to, may be entitled to, or shall acquire pursuant to the Organizational Agreements of JV Management or any of the Subject Partnerships, or conferred by statute, law, rule, regulation, or decision, and (vi) any other interest whatsoever of such Pledgor to which such Pledgor is entitled as owner of member or partnership interests in JV Management or any of the Subject Partnerships, whether now owned or hereafter acquired; (b) All additional member or partnership interests of JV Management or any of the Subject Partnerships from time to time acquired by Pledgor in any manner (any such additional member or partnership interests shall constitute part of the Assigned Partner Interests and Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional partnership interests); (c) The property and interests in property described in Section 5; and (vd) all All proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Government Securities, and whether held by or registered in the name of the Escrow Agent or any nomineeAgent, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Government Securities and all security entitlements to such Permitted Government Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Government Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the The Company hereby irrevocably --------------------- pledges, assigns and sets over to the Trustee, and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, in all of the Company’s 's right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”):and (ia) this Agreement and the escrow created hereunder; (b) the Special Escrow Account; (c) all funds, all securities, security entitlements from time to time carried in the Escrow Account, all funds and investment property from time to time held in or credited to the Special Escrow Account, including, without limitation, the Escrow Funds and the Government Securities (as defined in Section 2.1) and all certificates and instruments, if any, from time to time, representing or evidencing the Special Escrow Account or Account, the Escrow FundsFunds or any of the foregoing, whether the same shall constitute certificated securities, uncertificated securities, investment property, financial assets, instruments, general intangibles or otherwise; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iiid) all promissory notes, certificates of deposit, deposit accounts, checks checks, securities, security entitlements, investment property and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Trustee or the Special Escrow Agent, for or on behalf of the Company, Agent in substitution for or in addition to any or all of the then existing Collateral; (ive) all interest, dividends, cash, instruments, securities and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (vf) all proceeds of the foregoingforegoing including, without limitation, all cash proceeds and all non-cash proceeds thereof (all of the property described in the preceding clauses (c), (d) and (e) and all proceeds thereof, collectively, the "Securities Collateral"). --------------------- The Company shall have no right to remove or withdraw any Securities Collateral from the Special Escrow Account without the prior written consent of the Trustee. If at any time the Special Escrow Agent shall receive any entitlement order from the Trustee (including, without limitation, any order directing the sale, transfer or redemption of any Securities Collateral), the Special Escrow Agent shall comply with such entitlement order, without the need for any consent by the Company or any other Person. The Trustee hereby appoints the Special Escrow Agent to act as the Trustee’s 's agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Special Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Special Escrow Agent hereby waives any right of set off setoff or banker’s 's lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the The Company hereby irrevocably pledges, assigns assigns, grants, hypothecates and grants sets over to the Escrow Agent on behalf of the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, in all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, which all of which shall constitute Permitted Government Securities, and all Government Securities from time to time held in the Escrow Account, whether held by or registered in the name of the Escrow Agent or any nominee, and all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Government Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted such Government Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoingforegoing including, without limitation, all cash proceeds and all non-cash proceeds thereof. The Trustee Company hereby appoints the Escrow Agent to act as the Trustee’s agent, in such capacity hereunder on behalf of the Trustee and the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For Except as set forth in Section 9(b), for so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off setoff or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security (a) Subject only to the provisions of this Indenture permitting the application thereof for the Secured Obligations (as defined below)purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the Company provisions of this Indenture and the Act, the Authority hereby irrevocably pledgespledges to the Owners, and grants thereto a lien on and a security interest in, all of the Lease Revenues and any other amounts held in the funds and accounts established hereunder. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the Authority, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act. (b) The Authority hereby assigns and grants transfers to the Trustee, irrevocably and absolutely, without recourse, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control ofOwners, all of the Company’s its right, title and interest in and to all the Ground Lease and the Lease Agreement, including the right to receive Base Rental Payments and the right to exercise any remedies provided in the Lease Agreement in the event of a default by the City thereunder; provided, however, that the Trustee shall not be required to perform any of the following whether now owned or existing or hereafter acquired or created (collectivelysubstantive obligations of the Authority thereunder, and, provided, further that Authority shall retain the “Collateral”): (i) the Escrow Accountrights to indemnification, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds give consents and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securitiesapprovals thereunder, and whether held by to payment or registered in reimbursement of its reasonable costs and expenses under the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoingLease Agreement. The Trustee hereby appoints accepts said assignment for the Escrow Agent to act as the Trustee’s agent, on behalf benefit of the Holders Owners, subject to the provisions of this Indenture. (c) The Trustee shall be entitled to and shall receive all of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the CollateralBase Rental Payments, and any Base Rental Payments collected or received by the Escrow Agent hereby accepts such appointment. For so long Authority shall be deemed to be held, and to have been collected or received, by the Authority as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right agent of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and shall forthwith be paid by the Holders of Authority to the Notes, may have with respect to any or all of the CollateralTrustee.

Pledge and Assignment. As security (a) Subject only to the provisions of this Indenture permitting the application thereof for the Secured Obligations purposes and on the terms and conditions set forth herein, there are hereby pledged to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of this Indenture, all of the Payments (as defined below)except Payments described in clause (i) of the definition thereof) and any other amounts (excluding proceeds of the sale of Bonds) held in any fund or account (other than the Rebate Fund) established pursuant to this Indenture. Said pledge shall constitute a lien on and security interest in such assets and shall attach and be valid and binding from and after delivery of the Bonds, the Company without any physical delivery thereof or further act. (b) The Authority hereby irrevocably pledges, assigns and grants to the Bond Trustee, for the equal benefit of the Holders from time to time of the Bonds, all of the Payments (except Payments described in clause (i) of the definition thereof) and ratable other amounts pledged in paragraph (a) of this Section and all of the right, title and interest of the Authority in, to and under the Loan Agreement (except for the Retained Rights). The Bond Trustee shall be entitled to and shall receive all of such assigned Payments, and any such Payments collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Bond Trustee and shall forthwith be paid by the Authority to the Bond Trustee. The Bond Trustee also shall be entitled to and shall (subject to the provisions of this Indenture, including its rights and protections hereunder) take all steps, actions and proceedings following any event of default under the Loan Agreement reasonably necessary in its judgment (or as directed in writing by a majority of the Holders) to enforce, either jointly with the Authority or separately, all of the rights of the Authority assigned to the Bond Trustee and all of the obligations of the Borrower under the Loan Agreement. (c) The Borrower shall take all actions necessary for the Bond Trustee to collect directly from the State Controller the amounts set forth in the Intercept Notice on the dates set forth in the Intercept Notice. The Payments described in clause (i) of the definition thereof are assigned to the Bond Trustee, for the benefit of the Holders of the NotesBonds, a first priority continuing security interest in, by virtue of the filing of the Intercept Notice with the State Controller. The Bond Trustee shall be entitled to and control of, shall receive all of such assigned Payments. (d) All Payments shall be promptly deposited by the Company’s rightBond Trustee upon receipt thereof in a special fund designated as the “Revenue Fund” which the Bond Trustee is hereby directed to establish, title maintain and interest hold in and to all trust. All Payments shall be held in trust for the benefit of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements Holders from time to time carried of the Bonds but shall nevertheless be disbursed, allocated and applied solely for the uses and purposes hereinafter in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds;this Article V set forth. (iie) all investments The Bonds are not and shall not be deemed to constitute a debt or liability of funds in the Escrow AccountState, all of which shall constitute Permitted Securitiesor any political subdivision thereof, and whether held by or registered in the name are not and shall not be deemed to be a pledge of the Escrow Agent faith and credit of the State, or any nomineepolitical subdivision thereof, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee Authority, which shall be obligated to pay the Bonds solely from the Payments and the Holders funds herein provided therefor. The issuance of the NotesBonds shall not directly or indirectly or contingently obligate the State or any political subdivision thereof to levy or to pledge any form of taxation whatsoever for the Bonds or to make any appropriation for their payment. Nothing in this Indenture, may have with respect the Act or otherwise is an undertaking by the Authority or the State or any political subdivision thereof to fund the transfers described in the Intercept Notice or to funds available to the Lessee in any amount or all of the Collateralat any time.

Pledge and Assignment. As security for Pursuant to the Secured Purchase Agreement and the Promissory Note, and in order to secure the payment and performance in full of all of the Pledgor's Obligations (as defined belowwhether existing on the date of this Agreement or arising at any time or times thereafter), the Company Pledgor, as beneficial owner, hereby irrevocably pledges, hypothecates and assigns to the Pledgee, and hereby grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, Pledgee a first priority continuing security interest in, the following: (a) each of the Initial Pledged Securities and control ofall of the certificates representing the Initial Pledged Securities; (b) all of the Pledged Securities which shall be issued, distributed or transferred at any time or times after the date of this Agreement and all of the certificates representing such Pledged Securities; (c) all of the Pledged Securities Dividends; and (d) all of the Pledgor's rights, title, interests, claims and remedies and all other benefits whatever now existing or hereafter arising in, to, under or in respect of all of the Initial Pledged Securities, all of the Company’s rightother Pledged Securities, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds Pledged Securities Dividends and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities income and other properties from time to time received, receivable or otherwise distributed in respect proceeds of or in exchange for any or thereof. TO HAVE AND TO HOLD all of the then existing Collateral; and (v) all proceeds of foregoing unto the foregoing. The Trustee hereby appoints Pledgee, subject, however, to the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment terms and security interest conditions set forth in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateralthis Agreement.

Pledge and Assignment. As security (a) Subject only to the provisions of this Indenture permitting the application thereof for the Secured Obligations purposes and on the terms and conditions set forth herein, there are hereby pledged to secure the payment of the principal of, Redemption Price and interest on the Bonds in accordance with their terms and the provisions of this Indenture, all of the Revenues and any other amounts (as defined belowincluding proceeds of the sale of Bonds), held in any fund or account established pursuant to this Indenture (other than the Company Rebate Fund). Said pledge shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery by the Trustee of the Bonds, without any physical delivery thereof or further act. (b) The Authority hereby irrevocably pledgestransfers in trust, grants a security interest in and assigns and grants to the Trustee, for the equal and ratable benefit of the Holders Owners from time to time of the Notes, a first priority continuing security interest in, and control ofBonds, all of the Company’s Revenues and other assets pledged in subsection (a) of this Section 5.01 and all of the right, title and interest of the Authority in the Loan Agreement (except for its rights to give consent or approval hereunder and the right to receive, in all cases to the extent payable to the Authority or the Trustee, (i) any amounts paid by the Corporation pursuant to Sections 4.2, 7.2, 7.3 and 8.4 of the Loan Agreement, and (ii) the right of the Authority to indemnification, to receive notices, to consent to amendments and to receive the Certificate of the Corporation required by Section 5.10 of the Loan Agreement). The Trustee shall be entitled to and shall collect and receive all of the following whether now owned Revenues, and any Revenues collected or existing received by the Authority shall be deemed to be held, and to have been collected or hereafter acquired or created (collectivelyreceived, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and, subject to the provisions of this Indenture, shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce all of the rights of the Authority and all of the obligations of the Corporation under the Loan Agreement, the Deed of Trust, the Contract of Insurance and the Regulatory Agreement. (c) All Revenues shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Collateral”):Revenue Fund,” which the Trustee shall establish, maintain and hold in trust, except as otherwise provided in Sections 5.05 and 5.07 and except that all moneys received by the Trustee and required by Section 4.6 of the Loan Agreement to be deposited in the Redemption Fund shall be promptly deposited in the Redemption Fund, which the Trustee shall establish, maintain and hold in trust, and that all moneys received by the Trustee and required by the Loan Agreement to be deposited in the Debt Service Reserve Account shall be promptly deposited in such account. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture. (d) If by the fifth (5th) Business Day of any month the Trustee has not received Revenues sufficient to make the transfers required in such month by Section 5.02, the Trustee shall immediately notify the Corporation and the Office of such insufficiency by telephone or facsimile and confirm such notification by written notice. (e) If thirty (30) calendar days prior to an Interest Payment Date or maturity date there are insufficient amounts in the Revenue Fund, other than the Debt Service Reserve Account, to pay the interest or principal becoming due on such date, the Trustee shall immediately notify the Office by telephone or telegram and in writing. Such notice shall state: (i) that available moneys held by the Escrow Account, all security entitlements from time to time carried Trustee (other than in the Escrow Debt Service Reserve Account, all funds from time ) will be insufficient to time held pay in full the Escrow Account, including, without limitation, next succeeding payment of principal and/or interest on the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds;Bonds; and (ii) all investments of funds the amount by which the obligation to make such payment exceeds the amount available therefor (the “Shortfall”). Said notice shall request the Office to deposit an amount equal to the Shortfall into the Principal Account and/or Interest Account at least three (3) Business Days prior to the date on which said payment is due. Said deposit may be made from the Debt Service Reserve Account upon notice to the Trustee by the Office by telegram or telex or other telecommunication device producing a written notice, or from the Health Facility Construction Loan Insurance Fund maintained by the Office, as provided in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name Section XXI.C. of the Escrow Agent or Regulatory Agreement. (f) If the Office is required to make any nomineepayment by reason of nonpayment by the Corporation, all certificates and instruments, if any, from time the Office shall have the right to time representing or evidencing direct the investment of any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates payments. Any amounts received from the investment of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed payments made by the Escrow Agent, for Office or on behalf from payments subsequently made by the Corporation shall be remitted to the Office. Other than with respect to enforcement of the Companyprovision of and the Corporation’s obligations set forth in Sections 4.2, in substitution for or in addition to any or all 5.10, 5.12, 7.2, 7.3, 8.2, 8.4, 9.3 and 9.9 of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the CollateralLoan Agreement, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment Authority’s right to receive notices and security interest remains in effectto give consents to amendments and approvals hereunder, the Escrow Agent hereby waives any Authority retains no right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than enforcement under the Trustee and Loan Agreement nor shall any such right revert to the Holders of the Notes, may have with respect to any or all of the CollateralAuthority.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company Each Pledgor hereby irrevocably pledges, grants and assigns and grants to the TrusteeCollateral Agent, for the equal and ratable benefit of Lender and Cabox-Xxxxxx, x security interest in the Holders following (collectively, the "Pledged Collateral"): (a) All of the Notes, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest of such Pledgor in, to and under such Pledgor's interest as a general or limited partner, as the case may be, in CP Holdings and each Partnership (CP Holdings and the Partnerships collectively referred to all as the "Subject Partnerships") excluding the partnership interests owned by, respectively, Borrower and Bull Run Inc. which are being pledged pursuant to the Pledge of Undisputed Partnership Interests delivered pursuant to the following whether now owned or existing or hereafter acquired or created (collectivelyMaster Agreement; the "Undisputed Partnership Interests"), the “Collateral”):including, but not limited to: (i) the Escrow Accountprofits and losses of the Subject Partnerships and the rights, all security entitlements as a general or limited partner of any of the Subject Partnerships, as the case may be, to receive distributions of the assets of any of the Subject Partnerships, whether now existing or hereafter arising, whether arising under the terms of the respective partnership agreement of any of the Subject Partnerships (as any such agreement, heretofore or hereinafter may be amended, restated, supplemented or otherwise modified from time to time carried the "Organizational Agreements") or otherwise, or at law or in the Escrow Accountequity, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and any and all certificates proceeds therefrom (such now-owned member or partnership interests being identified on Exhibit A attached hereto and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds;made a part hereof), (ii) all investments options and warrants for the purchase of funds in partnership interests of any of the Escrow Account, all of which shall constitute Permitted Securities, and whether Subject Partnerships now or hereafter held by or registered in the name of such Pledgor (all of said member or partnership interests, options and warrants under clauses (i) and (ii) held in the Escrow Agent name of any Pledgor, including as a result of the exercise of options or any nomineewarrants, all certificates and instruments, if any, from time being hereinafter collectively referred to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities;as the "Assigned Partner Interests"), (iii) all promissory notesdividends, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividendsdistributions, cash, instruments, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of of, or in exchange for for, any or all of the then existing CollateralAssigned Partner Interests, (iv) all voting rights of such Pledgor with respect to any of the Subject Partnerships, now or hereafter acquired, (v) any other right or privilege that such Pledgor presently has, is entitled to, may be entitled to, or shall acquire pursuant to the Organizational Agreements of any of the Subject Partnerships, or conferred by statute, law, rule, regulation, or decision, and (vi) any other interest whatsoever of such Pledgor to which such Pledgor is entitled as owner of member or partnership interests in any of the Subject Partnerships, whether now owned or hereafter acquired; (b) All additional partnership interests of any of the Subject Partnerships from time to time acquired by Pledgor in any manner (any such additional member or partnership interests shall constitute part of the Assigned Partner Interests and Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional partnership interests); (c) The property and interests in property described in Section 5; and (vd) all All proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Guaranty and payment and performance of all other Obligations (as defined below)of Pledgor under the Guaranty Agreement, the Company Pledgor hereby irrevocably pledgespledges to, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, Lender a first priority continuing security interest in, and control of, all of the Company’s right, title and interest of Pledgor in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Pledged Collateral”): a. the Equity Interests listed on Schedule I hereto, including all membership interests, limited liability company interests and other equity interests (ithe “Pledged Interests”) the Escrow Account, all security entitlements from time to time carried in the Escrow Accountissuers listed on Schedule I or any issuers hereafter acquired by the Pledgor (the “Issuers”) and any certificates representing the Pledged Interests, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instrumentsdividends, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividendsdistributions, cash, instruments, securities instruments and other properties property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) Pledged Interests and any and all proceeds voting rights or other rights relating to the management of the foregoing. The Trustee hereby appoints Issuers; b. all additional interests of Pledgor in the Escrow Agent Issuers from time to act as the Trustee’s agent, on behalf time acquired by Pledgor in any manner (which interests shall be deemed to be part of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the CollateralPledged Interests), and the Escrow Agent hereby accepts any certificates representing such appointment. For so long as the foregoing pledgeadditional interests, assignment and security interest remains all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in effect, the Escrow Agent hereby waives any right respect of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent exchange for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of such interests; c. all other property hereafter issued to Pledgor in substitution for or in addition to any of the Collateralforegoing, all certificates, if any, and instruments representing or evidencing such property, and all dividends, distributions, cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and d. all products and proceeds of all of the foregoing.

Pledge and Assignment. As security (a) Subject only to the provisions of this Indenture permitting the application thereof for the Secured Obligations purposes and on the terms and conditions set forth herein, all of the Revenues and any other amounts (as defined below)including proceeds of the sale of Bonds) held in any fund or account established pursuant to this Indenture (except the Rebate Fund) are hereby pledged to secure the full payment of the principal of, redemption premium, if any, and interest on the Company Bonds, pari passu, in accordance with their terms and the provisions of this Indenture. Said pledge shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery by the Trustee of the Bonds hereunder, without any physical delivery thereof or further act. (b) The Issuer hereby irrevocably pledgestransfers in trust, and assigns and grants to the Trustee, for the equal and ratable benefit of the Holders from time to time of the NotesBonds, a first priority continuing security to the extent of its interest in, and control oftherein, all of the Company’s Revenues and other assets pledged in subsection (a) of this Section and all of the right, title and interest of the Issuer in the Agreement (except for its Unassigned Rights). Such assignment to the Trustee is solely in its capacity as Trustee under this Indenture, subject to the protections, immunities and limitations from liability afforded the Trustee hereunder. The Trustee shall be entitled to and shall collect and receive all of the following whether now owned Revenues, and any Revenues collected or existing received by the Issuer shall be deemed to be held, and to have been collected or hereafter acquired or created (collectivelyreceived, by the Issuer as the agent of the Trustee and shall forthwith be paid by the Issuer to the Trustee. Notwithstanding anything to the contrary in this Indenture, the “Collateral”): Issuer shall have no obligation to and instead the Trustee may, without further direction from the Issuer, take any and all steps, actions and proceedings, to enforce any or all rights of the Issuer (iother than Unassigned Rights) under this Indenture or the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow AccountAgreement, including, without limitation, the Escrow Funds rights to enforce the remedies upon the occurrence and all certificates continuation of an Event of Default and instruments, if any, from time to time, representing or evidencing the Escrow Account or obligations of the Escrow Funds;Borrower under the Agreement. (iic) all investments of funds Except as otherwise provided in the Escrow AccountArticle VIII, all of which Revenues shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed be promptly deposited by the Escrow Agent, for or on behalf of the Company, Trustee upon receipt thereof in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act a special fund designated as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than “Bond Fund” which the Trustee shall establish, maintain and hold in trust, except as otherwise provided herein. All Revenues deposited with the Holders of Trustee shall be held, disbursed, allocated and applied by the Notes, may have with respect to any or all of the CollateralTrustee only as provided in this Indenture.

Pledge and Assignment. As security for (a) At the Secured Obligations (as defined below)Deposit Time, the Company Deposit and the Initial Purchasers Deposit will be deposited into the Proceeds Account. (b) Each of the Company and the Initial Purchasers hereby irrevocably pledges, assigns and sets over to the Trustee, and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, in all of the Company’s 's or such Initial Purchaser's right, title and interest in and to all of the following (whether consisting of cash, investment securities, book-entry securities or other securities, security entitlements, financial assets or other investment property, accounts, general intangibles, instruments or documents, securities accounts, deposit accounts or other bank, trust or cash collateral accounts, or other property, assets or rights), whether now owned or existing or hereafter acquired or created (collectively, the “"Collateral”"): (i) this Agreement and the Escrow Proceeds Account; (ii) all funds, all depository receipts, investment securities, book-entry securities or other securities, security entitlements from time to time carried in the Escrow Accountentitlements, all funds financial assets or other investment property from time to time held in or deposited in, or credited to, the Escrow Proceeds Account, including, without limitation, the Escrow Escrowed Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Proceeds Account or the Escrow Escrowed Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (viv) to the extent not otherwise included, all proceeds Proceeds (as such term is defined in the UCC (as defined below)) in respect of the foregoing. (c) Except as expressly permitted by this Agreement, neither the Company nor any Initial Purchaser shall have the right to remove or withdraw from the Proceeds Account or the Escrowed Funds any financial asset, cash or other property now or hereafter credited to the Proceeds Account or the Escrowed Funds without the prior written consent of the Trustee. If at any time the Escrow Agent shall receive any entitlement order from the Trustee (including, without limitation, any order directing the sale, transfer or redemption of any financial asset, or cash or other item credited, directly or indirectly, to, the Proceeds Account), the Escrow Agent shall comply with such entitlement order, without further consent of the Company, any Initial Purchaser or any other Person. Notwithstanding anything to the contrary contained herein, if at any time the Escrow Agent shall receive conflicting entitlement orders from the Trustee, the Company or the Initial Purchasers, the Escrow Agent shall follow the entitlement orders and instructions of the Trustee. (d) The Trustee hereby appoints the Escrow Agent to act as the Trustee’s 's agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off setoff, banker's lien, deduction, counterclaim, defense, recoupment or banker’s similar lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notescapacity, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security Pledgor hereby pledges and assigns to Agent (for the Secured Obligations (as defined belowbenefit of Lenders), the Company hereby irrevocably pledges, assigns and grants to the Trustee, Agent (for the equal and ratable benefit of the Holders of the Notes, Lenders) a continuing general lien and first priority continuing security interest in, to and control of, under all of the Company’s Pledgor's right, title and interest in in, to and to all of under the following collateral, in each case, whether now owned or existing hereafter acquired by Pledgor, wherever located and whether now or hereafter acquired or created existing (collectively, the “"Account Collateral”"): (i) the Escrow Account, Senior Additional Reserve Account and all security entitlements from time to time carried in the Escrow Account, financial assets credited thereto and all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Fundstherein; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instrumentsinvestments, securities investment property, instruments and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing CollateralSenior Additional Reserve Account; (iii) all contract rights, general intangibles, powers, options, privileges and immunities, and other rights pertaining to the Senior Additional Reserve Account, including the right to make withdrawals therefrom; (iv) all instruments, certificates and documents now or hereafter representing or evidencing the Senior Additional Reserve Account; (v) any securities, notes, bonds, commercial paper or other instruments (whether held in certificated, uncertificated or book-entry form) held by the Depository from time to time in connection with the investment of the amounts held in the Senior Additional Reserve Account; (vi) any interest in any property or asset of any kind received, wholly or partly, in trade or exchange for any of the foregoing; and (vvii) all replacements, substitutions, renewals and all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment any and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateralforegoing.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the The Company hereby irrevocably pledges, assigns assigns, grants, hypothecates and grants sets over to the Trustee, for the equal and ratable benefit of the Holders of the Notes and the registered holders of the Senior Discount Notes, a first priority continuing security interest in, and control of, in all of the Company’s 's right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “"Collateral”"): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, which all of which shall constitute Permitted Government Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, and all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Government Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted such Government Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoingforegoing including, without limitation, all cash proceeds and all non-cash proceeds thereof. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s 's agent, on behalf of the Holders of the Notes and the registered holders of the Senior Discount Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off setoff or banker’s 's lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes and the registered holders of the Senior Discount Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for Pledgor and Pledgee intend that (a) Pledgor shall not have any interest in the Secured Obligations Central Account, any of the other Pledgee Accounts or any of the other Collateral and (as defined below)b) the Pledgee Accounts shall at all times be under the sole dominion and control of Servicer on behalf of Pledgee. Notwithstanding the foregoing, to the Company extent that Pledgor shall have been deemed to have any interest in all or any of the Pledgee Accounts or any other portion of the Collateral, then Pledgor hereby irrevocably pledges, pledges and assigns to Pledgee and grants to the Trustee, for the equal Pledgee a lien and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”"COLLATERAL"): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name each of the Escrow Agent or any nominee, Pledgee Accounts and all certificates and instruments, if any, from time to time representing or evidencing all or any such Permitted Securities and all security entitlements to such Permitted Securitiesof the Pledgee Accounts; (iiiii) all promissory notesof its right, title and interest in and to all amounts, cash, cash equivalents and funds and all bankers acceptances, bonds, book entry deposits, certificates of deposit, deposit accountscommercial paper, checks debentures, demand and time deposits, funding agreements, investment contracts, letters of credit and all proceeds from any drawings under any letter of credit, money market funds, notes, reinvestment letters, repurchase obligations, securities or other instruments, all bonds, securities and other instruments evidencing Permitted Securities obligations issued by any government or any political subdivision thereof or any agency or instrumentality thereof, and all other property from time to time hereafter on deposit in the Pledgee Accounts or delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, Pledgee in substitution for or in addition to any or all of the then existing CollateralCollateral (collectively, the "DEPOSITED FUNDS"); (iii) all investments from time to time representing or evidencing the Pledgee Accounts or the Deposited Funds and all certificates and instruments, if any, from time to time representing or evidencing such investments; and (iv) to the extent not covered by clauses (i) through (iii) above, all cash and noncash proceeds and products of any of the foregoing, including, without limitation, interest, dividends, cash, instruments, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns as collateral security and grants to the Trustee, for the benefit of the Trustee and the equal and ratable benefit of the Holders of the NotesSecurities, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow AccountAccount (including the Security Subaccount and Deposit Subaccount), all security entitlements from time to time carried in the Escrow Account, all assets and funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow AccountAccount and, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Trustee, the Escrow Agent or any nomineenominee thereof, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities Escrow Assets or other property held in or credited to the Escrow Account and all security entitlements to such Permitted SecuritiesEscrow Assets or such other property; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities Escrow Assets or other property from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, principal, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and; (v) all proceeds books, statements and records pertaining to the Collateral; and (vi) all “proceeds” (as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all interest, dividends or other income from the Collateral, collections thereon or distributions or payments with respect thereto) of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations (Except as defined expressly provided below), the Company each Borrower hereby irrevocably pledges, transfers and assigns to the Collateral Agent for the benefit of the Lenders, and grants to the Trustee, for the equal and ratable benefit of the Holders of the NotesCollateral Agent, a first priority continuing security interest in, and control of, in all of the Company’s right, title and interest in and to all of the following such Borrower (whether now owned or hereafter acquired and whether now existing or hereafter acquired or created arising) in, to and under the following (collectively, the “Pledged Collateral”): (ia) Solely in respect of Enertec Exports, the Escrow AccountAssigned Agreement, all security entitlements as the same may be amended or otherwise modified from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account(an executed copy of such Assigned Agreement is attached hereto as Annex A), including, without limitation, whether now existing or hereafter acquired or arising (i) all rights of Enertec Exports to receive monies and other property or assets due and to become due to Enertec Exports under or pursuant to the Escrow Funds and all certificates and instrumentsAssigned Agreement (collectively, if anythe “Receivables”), from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments claims of funds in Enertec Exports for damages arising out of or for breach of or default under the Escrow AccountAssigned Agreement, (iii) all rights of which shall constitute Permitted SecuritiesEnertec Exports to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreement, and whether (iv) all rights of Enertec Exports to terminate the Assigned Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Pledged Collateral listed under this Section 7.01(a) being, collectively, the “Supply Agreement Collateral”); (b) all legal and beneficial rights to and interests in (i) the Collateral Account and (ii) all funds held by or registered in the name of the Escrow Agent or any nominee, therein and all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities Collateral Account and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of funds from time to time in the then existing CollateralCollateral Account; (c) all legal and beneficial rights to and interests in (i) all Eligible Investments from time to time in the Collateral Account and (ii) all certificates and instruments, if any, from time to time representing or evidencing the Eligible Investments, and (iii) all interest, earnings and proceeds in respect thereof; and (vd) to the extent not covered by clauses (a) through (c) above, all proceeds and products of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateralforegoing and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Pledged Collateral and (ii) cash.

Pledge and Assignment. As security Pledgor hereby pledges and assigns to Agent (for the Secured Obligations (as defined belowbenefit of Lenders), the Company hereby irrevocably pledges, assigns and grants to the Trustee, Agent (for the equal and ratable benefit of the Holders of the Notes, Lenders) a continuing general lien and first priority continuing security interest in, to and control of, under all of the Company’s Pledgor's right, title and interest in in, to and to all of under the following collateral, in each case, whether now owned or existing hereafter acquired by Pledgor, wherever located and whether now or hereafter acquired or created existing (collectively, the “"Account Collateral”"): (i) the Escrow Account, Second Senior Citadel Reserve Account and all security entitlements from time to time carried in the Escrow Account, financial assets credited thereto and all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Fundstherein; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instrumentsinvestments, securities investment property, instruments and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing CollateralSecond Senior Citadel Reserve Account; (iii) all contract rights, general intangibles, powers, options, privileges and immunities, and other rights pertaining to the Second Senior Citadel Reserve Account, including the right to make withdrawals therefrom; (iv) all instruments, certificates and documents now or hereafter representing or evidencing the Second Senior Citadel Reserve Account; (v) any securities, notes, bonds, commercial paper or other instruments (whether held in certificated, uncertificated or book-entry form) held by the Depository from time to time in connection with the investment of the amounts held in the Second Senior Citadel Reserve Account; (vi) any interest in any property or asset of any kind received, wholly or partly, in trade or exchange for any of the foregoing; and (vvii) all replacements, substitutions, renewals and all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment any and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateralforegoing.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow FundsFunds and all other financial assets from time to time credited to the Escrow Account, and any security entitlements in respect thereof; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Government Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Government Securities and all security entitlements to such Permitted Government Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Government Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As security for the Secured Obligations The undersigned (as defined belowhereinafter called “Debtor” whether one or more), for valuable consideration, the Company receipt and sufficiency of which are hereby irrevocably pledgesacknowledged, assigns hereby pledges and assigns, and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest into Agent in the following account (the “Pledged Account”), and control of, all of the Companywhether Debtor’s right, title and interest in and to all of the following whether Pledged Account be now owned or existing or hereafter acquired arising or created acquired, together with all substitutions and replacements therefor, and all amounts now or hereafter deposited in such account, all interest and increases arising therefrom or payable in respect thereto, whether in cash, property or otherwise, and whether now or hereafter earned, paid or made, and all cash and non-cash proceeds thereof including, but not limited to, notes, drafts, checks and instruments: Name and Address of Depository Account Description and Number JPMorgan Chase Bank, N.A. Premium Commercial Money Market Account No. 2330521937 (collectively, all of the foregoing hereinafter sometimes called the “Collateral”): ). Nothing set forth in this paragraph shall authorize or be construed to authorize Debtor to spend, withdraw, reduce, pledge, transfer, assign or otherwise dispose of the Collateral except (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all Debtor may withdraw funds from time to time held in the Escrow Account, including, without limitation, Pledged Account in an amount equal to the Escrow Funds and all certificates and instruments, if any, from time to time, representing amount that the funds held in the Pledged Account exceed the Aggregate Outstanding Credit Exposure or evidencing the Escrow Account or the Escrow Funds; (ii) upon the prior written consent of Agent. Funds properly withdrawn from the Pledged Account by Debtor, as provided above, shall no longer be Collateral. The security interest hereby granted is to secure the prompt and full payment and complete performance of all investments of funds in Guaranteed Obligations. It is Debtor’s express intention that this Agreement and the Escrow Accountcontinuing security interest granted hereby, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to covering all present Guaranteed Obligations to Agent, shall extend to all future Guaranteed Obligations to Agent, whether or not such Guaranteed Obligations are reduced or entirely extinguished and thereafter increased or reincurred, whether or not such Guaranteed Obligations are related to the indebtedness identified above by class, type or kind and whether or not such Guaranteed Obligations are specifically contemplated by any or all Borrower and Agent as of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoingdate hereof. The Trustee hereby appoints the Escrow Agent absence of any reference to act as the Trustee’s agentthis Agreement in any documents, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off instruments or banker’s lien that it, in its individual capacity agreements evidencing or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect relating to any Guaranteed Obligation secured hereby shall not limit or all be construed to limit the scope or applicability of the Collateralthis Agreement.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the The Company hereby irrevocably pledges, assigns assigns, grants, hypothecates and grants sets over to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, in all of the Company’s 's right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “"Collateral”"): (i1) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Special Trust Account, including, without limitation, the Escrow Funds Pledged Property and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Special Trust Account or the Escrow FundsPledged Property; (ii2) all investments of funds in the Escrow Special Trust Account, which all of which shall constitute Permitted SecuritiesCash Equivalents, and whether held by or registered in the name of the Escrow Agent or any nominee, Trustee and all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted SecuritiesCash Equivalents; (iii3) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities such Cash Equivalents from time to time hereafter delivered to or otherwise possessed by the Escrow AgentTrustee, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv4) all interest, dividends, cash, instruments, securities and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v5) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agentforegoing including, on behalf of the Holders of the Noteswithout limitation, for purposes of perfecting the foregoing pledge, assignment all cash proceeds and security interest in the Collateral, and the Escrow Agent hereby accepts such appointmentall non-cash proceeds thereof. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent Trustee hereby waives any right of set off setoff or banker’s 's lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.

Pledge and Assignment. As Pledgor hereby pledges, grants and assigns to Pledgee a security for interest in the Secured Obligations following (as defined below)collectively, the Company hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, a first priority continuing security interest in, and control of, "PLEDGED COLLATERAL"): (a) all of the Company’s right, title and interest of Pledgor as a member in and to all of the following whether now owned or existing or hereafter acquired or created (collectivelyBorrower, the “Collateral”):including but not limited to: (i) Pledgor's right to his share of the Escrow Accountprofits and losses of Borrower and the right as a member to receive distributions of Borrower's assets, all security entitlements from time to time carried in whether now existing or hereafter arising, whether arising under the Escrow Accountterms of the operating agreement of Borrower (as such operating agreement heretofore has been or hereinafter may be amended, all funds from time to time held in the Escrow Accountrestated, including, without limitation, the Escrow Funds and all certificates and instruments, if any, supplemented or otherwise modified from time to time, representing the "OPERATING AGREEMENT") or evidencing the Escrow Account otherwise, or the Escrow Fundsat law or in equity, and any and all proceeds therefrom; (ii) all investments options and warrants for the purchase of funds in the Escrow Account, all membership interests of which shall constitute Permitted Securities, and whether Borrower now or hereafter held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted SecuritiesPledgor; (iii) all promissory notesdividends, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividendsdistributions, cash, instrumentsincome, securities instruments and other properties property from time to time received, receivable or otherwise distributed in respect of of, or in exchange for for, any or all of the then existing Pledged Collateral; (iv) all voting rights of Pledgor with respect to Borrower now or hereafter acquired; and (vvi) any other interest, right or privilege that Pledgor presently has, is entitled to, may be entitled to, or shall acquire pursuant to the Operating Agreement, or conferred by statute, law, rule, regulation, or decision (all of the items set forth in THIS SECTION 1(A) are hereinafter collectively referred to as the "ASSIGNED INTERESTS"). (b) all additional membership interests of Borrower from time to time acquired by Pledgor in any manner (any such additional membership interests shall constitute part of the Assigned Interests), including, without limitation, those covered in SECTION 5 below. (c) the property and interests in property described in SECTION 3 below. (d) all proceeds of the foregoing. The Trustee hereby appoints Notwithstanding the Escrow Agent to act as the Trustee’s agentforegoing, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as no Event of Default (defined below) has occurred and continues beyond any applicable cure period, Pledgee shall not be entitled to exercise its rights to the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Pledged Collateral.

Pledge and Assignment. As security for the Secured Obligations (as defined below), the The Company hereby irrevocably pledges, assigns assigns, grants, hypothecates and grants sets over to the Trustee, for the equal and ratable benefit of the Holders of the NotesDebentures, a first priority continuing security interest in, and control of, in all of the Company’s right, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, which all of which shall constitute Permitted Government Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, and all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Government Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted such Government Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoingforegoing including, without limitation, all cash proceeds and all non-cash proceeds thereof. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the NotesDebentures, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off setoff or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the NotesDebentures, may have with respect to any or all of the Collateral.

Pledge and Assignment. As Subject to the rights of the holders of any Permitted Liens prior to the lien of this Mortgage, as further security for the Secured Obligations (as defined below), the Company hereby irrevocably pledges, assigns payment and grants to the Trustee, for the equal and ratable benefit performance of the Holders Indebtedness, Mortgagor has pledged, transferred, assigned, warranted and conveyed and does hereby pledge, transfer, warrant and convey to Mortgagee, effective as of the Notes, a first priority continuing security interest in, and control ofdate hereof, all of Mortgagor's rights, titles, interests and estates in, to and under the Company’s rightfollowing property, title except to the extent that any of the same constitute Equipment, Inventory or Receivables; all Hydrocarbons, helium and/or other minerals which are thereafter produced and interest which accrue to the Subject Interests, all products obtained or processed therefrom and all revenues and proceeds now or hereafter attributable to said Hydrocarbons, helium and/or other minerals and said products as well as any liens and security interests securing any sales of said Hydrocarbons, helium and/or other minerals. All parties producing, purchasing or receiving any such Hydrocarbons, helium and/or other minerals or products, or having such Hydrocarbons, helium and/or other minerals, products, or proceeds therefrom, in their possession for which they or others are accountable to Mortgagee by virtue of the provisions of this Article, are authorized and directed to treat and regard Mortgagee as the assignee and transferee of Mortgagor and entitled in Mortgagor's place and stead to receive such Hydrocarbons, helium and/or other minerals and all proceeds therefrom, and said parties and each of them shall be fully protected in so treating and regarding Mortgagee and shall be under no obligation to see to the application by Mortgagee of any such proceeds or payments received by it; provided, however, that, until Mortgagee or Mortgagor shall have instructed such parties to deliver such Hydrocarbons, helium and/or other minerals and all products, revenues and/or proceeds therefrom directly to Mortgagee (which such instructions may be given only after the occurrence and during the continuance of an Event of Default but the giving of such instructions shall as to all such parties be conclusive as to the occurrence of an Event of Default), such parties shall be entitled to deliver such Hydrocarbons, helium and/or other minerals and all products, revenues and/or proceeds therefrom to Mortgagor. Mortgagor agrees, subject to the rights of the holder of any Permitted Lien prior to the lien of the Mortgage, to perform all such acts, and to execute all of the following whether now owned or existing or hereafter acquired or created (collectivelysuch further assignments, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds transfers and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks division orders and other instruments evidencing Permitted Securities from time as may be required or desired by Mortgagee or any party in order to time hereafter have said revenues and proceeds so paid to Mortgagee and/or to have such Hydrocarbons, helium and/or other minerals delivered to or otherwise possessed by the Escrow AgentMortgagee. Mortgagee is fully authorized to receive and issue a receipt for said revenue and proceeds, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.to

Pledge and Assignment. As security for Pursuant to the Secured Purchase Agreement and the --------------------- Promissory Note, and in order to secure the payment and performance in full of all of the Pledgor's Obligations (as defined belowwhether existing on the date of this Agreement or arising at any time or times thereafter), the Company Pledgor, as beneficial owner, hereby irrevocably pledges, hypothecates and assigns to the Pledgee, and hereby grants to the Trustee, for the equal and ratable benefit of the Holders of the Notes, Pledgee a first priority continuing security interest in, the following: (a) each of the Initial Pledged Securities and control ofall of the certificates representing the Initial Pledged Securities; (b) all of the Pledged Securities which shall be issued, distributed or transferred at any time or times after the date of this Agreement and all of the certificates representing such Pledged Securities; (c) all of the Pledged Securities Dividends; and (d) all of the Pledgor's rights, title, interests, claims and remedies and all other benefits whatever now existing or hereafter arising in, to, under or in respect of all of the Initial Pledged Securities, all of the Company’s rightother Pledged Securities, title and interest in and to all of the following whether now owned or existing or hereafter acquired or created (collectively, the “Collateral”): (i) the Escrow Account, all security entitlements from time to time carried in the Escrow Account, all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Funds Pledged Securities Dividends and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities income and other properties from time to time received, receivable or otherwise distributed in respect proceeds of or in exchange for any or thereof. TO HAVE AND TO HOLD all of the then existing Collateral; and (v) all proceeds of foregoing unto the foregoingPledgee, subject, however, to the terms and conditions set forth in this Agreement. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and the Holders of the Notes, may have with respect to any or all of the Collateral.------- -------

Pledge and Assignment. As security (a) Subject only to the provisions of this Indenture permitting the application thereof for the Secured Obligations purposes and on the terms and conditions set forth herein, there are hereby pledged to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of this Indenture, all of the Payments and any other amounts (as defined below)excluding proceeds of the sale of Bonds) held in any fund or account (other than the Rebate Fund) established pursuant to this Indenture. Said pledge shall constitute a lien on and security interest in such assets and shall attach and be valid and binding from and after delivery of the Bonds, the Company without any physical delivery thereof or further act. (b) The Authority hereby irrevocably pledges, assigns and grants to the Trustee, for the equal and ratable benefit of the Holders from time to time of the Notes, a first priority continuing security interest in, and control ofBonds, all of the Company’s Payments and other amounts pledged in paragraph (a) of this Section and all of the right, title and interest in of the Authority in, to and under the Loan Agreement (except for the Retained Rights). The Trustee shall be entitled to and shall receive all of such assigned Payments, and any such Payments collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and shall (subject to the provisions of this Indenture) take all steps, actions and proceedings following any event of default under the Loan Agreement reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the following whether now owned or existing or hereafter acquired or created rights of the Authority assigned to the Trustee and all of the obligations of the Corporation under the Loan Agreement. (collectivelyc) All Payments, the proceeds of rental interruption insurance, and liquidated damages and delay damages, if any, under Section 7.2(b) and Section 8.13 of the Development Agreement and subject to the terms of Section 6.06 of the Facility Lease, shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Collateral”): (i) Revenue Fund” which the Escrow AccountTrustee is hereby directed to establish, all security entitlements maintain and hold in trust. All Payments shall be held in trust for the benefit of the Holders from time to time carried of the Bonds but shall nevertheless be disbursed, allocated and applied solely for the uses and purposes hereinafter in this Article V set forth; provided, however, and notwithstanding the foregoing, if the Trustee receives Payments in an amount in excess of the amount necessary to pay the amount due and owing on the next Interest Payment Date or Principal Payment Date, as the case may be, after giving effect to the funds then on deposit in the Escrow AccountRevenue Fund not needed for any other purpose hereunder, all funds from time to time held then amounts in the Escrow AccountRevenue Fund not needed to make such payments may be utilized by the Trustee, includingas directed in writing by the Corporation, without limitationfor any other purpose. (d) The Bonds do not constitute a debt or liability of the State of California, the Escrow Funds and all certificates and instrumentsCounty or of any political subdivision thereof, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Funds; (ii) all investments of funds in the Escrow Account, all of which shall constitute Permitted Securities, and whether held by or registered in the name of the Escrow Agent or any nominee, all certificates and instruments, if any, from time to time representing or evidencing any such Permitted Securities and all security entitlements to such Permitted Securities; (iii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments evidencing Permitted Securities from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, for or on behalf of the Company, in substitution for or in addition to any or all of the then existing Collateral; (iv) all interest, dividends, cash, instruments, securities and other properties from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (v) all proceeds of the foregoing. The Trustee hereby appoints the Escrow Agent to act as the Trustee’s agent, on behalf of the Holders of the Notes, for purposes of perfecting the foregoing pledge, assignment and security interest in the Collateral, and the Escrow Agent hereby accepts such appointment. For so long as the foregoing pledge, assignment and security interest remains in effect, the Escrow Agent hereby waives any right of set off or banker’s lien that it, in its individual capacity or in its capacity as an agent for Persons other than the Trustee and Authority, but shall be payable solely from the Holders funds provided therefor. The Authority shall not be obligated to pay the principal of the NotesBonds, may have with respect to any or all the redemption premium or interest thereon, except from the funds provided therefor under the Indenture and neither the faith and credit nor the taxing power of the CollateralAuthority, the State of California, or of any political subdivision thereof, including the County, is pledged to the payment of the principal of or the redemption premium or interest on the Bonds. The issuance of the Bonds shall not directly or indirectly or contingently obligate the State of California, or any political subdivision thereof, including the County, to levy or to pledge any form of taxation or to make any appropriation for their payment. The Authority has no taxing power. Moreover, neither the Authority nor the County shall be liable for any other costs, expenses, losses, damages, claims or actions, in connection with the Loan Agreement, the Bonds or the Indenture, except only to the extent amounts are received for the payment thereof from the Corporation under the Loan Agreement.