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all the covenants expressed or implied herein and in the Bonds, does hereby assign and grant a security
<br />interest in the following to the Trustee and its successors in trust and assigns forever, for the securing of
<br />the performance of the obligations of the Issuer hereinafter set forth (collectively, the "Trust Estate"):
<br />GRANTING CLAUSE FIRST
<br />The Loan Agreement, including all extensions and renewals of the term thereof, if any, together
<br />with all right, title, and interest of the Issuer in and to the Loan Agreement, including, but not limited to,
<br />the present and continuing right to make claim for, collect, receive, and receipt for any of the sums,
<br />amounts, income, revenues, issues, and profits and any other sums of money payable or receivable under
<br />the Loan Agreement or the Pledge Agreement (except for amounts payable to the Issuer under Sections
<br />4.2(b), 7.3 and 8.4 of the Loan Agreement), to bring actions and proceedings thereunder or for the
<br />enforcement thereof, and to do any and all things which the Issuer under the Loan Agreement is or may
<br />become entitled to.
<br />GRANTING CLAUSE SECOND
<br />All money, assets, and securities from time to time held by the Trustee under the terms of this
<br />Indenture, except for moneys deposited with or paid to the Trustee for the redemption of specific Bonds,
<br />which moneys shall be held in trust for the registered owners of such specific Bonds only and except for
<br />moneys in the Rebate Fund.
<br />TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or hereafter
<br />acquired, unto the Trustee and its respective successors in said Trust and assigns forever;
<br />IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and
<br />proportionate benefit, security and protection of all present and future registered owners of the Bonds,
<br />from time to time, issued under and secured by this Indenture without privilege, priority or distinction as
<br />to the lien or otherwise of any of the Bonds over any of the other Bonds;
<br />PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or
<br />cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due
<br />thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning
<br />thereof, and shall cause the payments to be made on the Bonds as required under Article VIII hereof, or
<br />shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire
<br />amount due or to become due thereon, and shall well and truly cause to be kept, performed and observed
<br />all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be
<br />paid to the Trustee all sums of money due or to become due to it in accordance with the terms and
<br />provisions hereof, then upon the final payment thereof this Indenture and the rights hereby granted shall
<br />cease, determine and be void; otherwise this Indenture shall remain in full force and effect.
<br />THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds
<br />issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights
<br />and interests, including, without limitation, the amounts payable under the Loan Agreement and any other
<br />amounts hereby assigned and pledged arc to be dealt with and disposed of under, upon and subject to the
<br />terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and
<br />the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the
<br />respective registered owners of the Bonds as follows:
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<br />5600797v I
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