ACCOUNT AND SECURITY AGREEMENT

Exhibit 10.1

Execution Version

ACCOUNT AND SECURITY AGREEMENT

BY AND BETWEEN

Thermo No. 1 BE-01, LLC

as Company

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as the Collateral Agent, Account Bank and Securities Intermediary

Dated as of

August 31, 2008

Account and Security Agreement

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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List of Schedules

List of Exhibits

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This ACCOUNT AND SECURITY AGREEMENT , dated as of August 31, 2008 (this “ Agreement ”) is entered into by and between THERMO NO. 1 BE-01, LLC (the “ Company ”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “ Collateral Agent ”), Account Bank and Securities Intermediary.

RECITALS :

WHEREAS, reference is made to that certain Credit Agreement , dated as of the date hereof (as it may be amended, supplemented or otherwise modified, the “ Credit Agreement ”), by and among the Company, the Lenders party thereto from time to time, and Deutsche Bank Trust Company Americas, as Administrative Agent and Collateral Agent;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders as set forth in the Credit Agreement , the Company has agreed, subject to the terms and conditions hereof, and each other Financing Document, to secure the Company’s obligations under the Financing Documents as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Company and the Collateral Agent agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions; Interpretation .

1.1.1 All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed in Schedule Z or, if not defined therein, in the UCC or, if not defined in either of the foregoing, in Article 9 of the UCC.

1.1.2 References to “Sections”, “Exhibits”, “Schedules” and “Supplements” shall be to Sections, Exhibits, Schedules and Supplements, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. The rules of construction set forth in Article I of the Credit Agreement shall be applicable to this Agreement mutatis mutandis. If any conflict or inconsistency exists between this Agreement and the Credit Agreement , the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

1.1.3 The Parties hereto agree that Schedule Z attached hereto shall be deemed amended upon any amendment, modification, revisions or restatement thereof pursuant to any Schedule Z Document, whereupon Schedule Z shall be removed and replaced by such amended, modified, revised or restated form of Schedule Z without any further action required by the Parties hereto; provided , however , that no such amendment, modification, revisions or restatement thereof shall be effective as against any Party unless such Party has provided its prior

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written consent to such amendment, modification, revision or restatement, such consent not to be unreasonably withheld, conditioned or delayed.

ARTICLE II.

ESTABLISHMENT AND FUNDING OF ACCOUNTS

Section 2.1 Establishment of Security Accounts and Agreements Relating to Security Accounts .

2.1.1 Establishment of Accounts . The Company and the Collateral Agent shall cause to be established and maintained at all times thereafter by the Securities Intermediary the following accounts (additional information about which is set forth in Schedule 2.1 ) (collectively, the “ Security Accounts ”):

2.1.1.1 Construction Account;

2.1.1.2 Drilling Account;

2.1.1.3 Revenue Account;

2.1.1.4 O&M Account;

2.1.1.5 Debt Service Account;

2.1.1.6 Debt Service Reserve Account;

2.1.1.7 Maintenance Reserve Account;

2.1.1.8 OCT Suspension Account;

2.1.1.9 Development Account;

2.1.1.10 Loss Proceeds Account; and

2.1.1.11 Distribution Account.

Each Security Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Account Bank is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and, with respect to any Book-Entry Security, within the meaning of Federal Book-Entry Regulations) and the Collateral Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC).

2.1.2 Acceptance of Payment on Maintenance of Accounts . The Securities Intermediary shall hold all cash, payments, other amounts and Cash Equivalent Investments to be delivered to or held by the Collateral Agent pursuant to the terms of this Agreement and to hold such assets as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and, with respect to any Book-Entry Security, within the meaning of Federal Book-Entry Regulations). The Securities Intermediary shall maintain each of the Security Accounts as a “securities account” (as defined in Section 8-501(a) of the UCC). The Collateral Agent shall

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maintain the Accounts at the Securities Intermediary during the term of this Agreement and shall cause such Securities Intermediary to treat the cash, instruments and securities in the Accounts as “financial assets” (as defined in Section 8-102(a)(9) of the UCC). The Securities Intermediary shall identify the Collateral Agent on its books as the “entitlement holder” (as defined in Section 8-102(a)(8) of the UCC) with respect to the Accounts and the assets held therein.

2.1.3 Limited Company Rights . The Company shall not have any rights against or to monies held in the Security Accounts, as a third party beneficiary or otherwise, except the right to receive or make requisitions of monies held in the Security Accounts, as permitted by this Agreement, to direct the investment of monies held in the Security Accounts as permitted by Section 2.1.13 , or to instruct the Collateral Agent in writing to otherwise transfer funds to the Company or such third parties as the Company may direct in writing from the Revenue Account in accordance with Section 3.2 . Except as expressly provided in this Agreement, in no event shall any Cash Equivalent Investments deposited in or credited to any Security Account be registered in the name of the Company payable to the order of the Company or specially indorsed to the Company except to the extent that the foregoing have been specially indorsed to the Collateral Agent, the Securities Intermediary or in blank.

2.1.4 Entitlement Orders . The Collateral Agent agrees that it will cause the Securities Intermediary to comply with “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Collateral Agent and relating to any financial asset held in the Security Accounts without further consent by the Company. The Company represents and warrants to the Collateral Agent for the benefit of the Secured Parties that it has not entered into, and hereby agrees that until the payment in full of the Secured Obligations, it shall not enter into, any agreement with any Person (other than the Collateral Agent) relating to the Security Accounts (or the amounts and Cash Equivalent Investments deposited therein or credited thereto) pursuant to which the Securities Intermediary has agreed or would agree, as the case may be, to comply with entitlement orders made by such other Person. The Company represents and warrants to the Collateral Agent for the benefit of the Secured Parties that the Company has not entered into any other agreement with any other Person purporting to limit or condition the obligation of the Collateral Agent or the Securities Intermediary to comply with entitlement orders as set forth in this Section 2.1.4 . The Securities Intermediary agrees that it shall not enter into any agreement with any Person pursuant to which the Securities Intermediary has agreed or will agree to comply with or take “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) with respect to the Security Accounts or any assets or funds therein by or from any Person other than the Collateral Agent.

2.1.5 Collateral . All Security Accounts and amounts held therein, shall not constitute payment of any Debt or any other obligation of the Company until applied to pay such Debt or obligation as provided in this Agreement.

2.1.6 [Reserved].

2.1.7 Treatment of Account Balances as “Financial Assets” . The Securities Intermediary and the Company agree that each item of property (whether cash, a security, an instrument or any other property whatsoever (including Cash Equivalent Investments)) credited to the Security Accounts shall be treated as a “financial asset” under the UCC (as defined in

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Section 8-102(a)(9) of the UCC). The Securities Intermediary shall identify the Collateral Agent on its books as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Security Accounts and the assets credited thereto.

2.1.8 Registration of Securities, Etc . The Securities Intermediary agrees that all securities and other financial assets credited to the Security Accounts that are in registered form or that are payable to or to order shall be (i) registered in the name of, or payable to or to the order of, the Collateral Agent, (ii) indorsed to or to the order of the Securities Intermediary or in blank or (iii) credited to another securities account maintained in the name of the Securities Intermediary; and in no case will any financial asset credited to the Security Accounts be registered in the name of, or payable to or to the order of, the Company or indorsed to or to the order of the Company, except to the extent the foregoing have been specially indorsed to or to the order of the Securities Intermediary or in blank.

2.1.9 Securities Intermediary’s Jurisdiction . The Securities Intermediary agrees that its “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) is the State of New York.

2.1.10 Conflict Between Agreements . If there is any conflict between this Agreement and any other agreement relating to the Security Accounts, the provisions of this Agreement shall control.

2.1.11 Lien Subordination, Etc . The Securities Intermediary hereby subordinates to the security interest of the Collateral Agent in the Security Accounts, all property credited thereto, all security entitlements with respect to such property and any and all statutory, regulatory, contractual or other rights now or hereafter existing in its favor over or with respect to the Accounts, including, but not limited to, (i) any and all contractual rights of set-off, lien or compensation, (ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation, (iii) any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Collateral Agent with respect to the Accounts, or (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest in the Security Accounts.

2.1.12 Account Statements . The Securities Intermediary will notify the Company, the Collateral Agent, the Administrative Agent and the Administrative Lender in writing of the account number for each Security Account, will send copies of all statements and confirmations for the Security Accounts simultaneously to the Company and the Collateral Agent on a monthly basis, and will provide the Company with electronic access to review the Security Accounts.

2.1.13 Cash Equivalent Investments . Unless a Credit Agreement Event of Default shall have occurred and be continuing, any monies held by the Securities Intermediary (except amounts held pursuant to Article IX of this Agreement) shall, at the written request and direction of the Company, be invested or reinvested by the Securities Intermediary in Cash Equivalent Investments specified by the Company in such written request, and the Collateral Agent hereby instructs the Securities Intermediary to comply with such directions. If a Credit

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Agreement Event of Default shall have occurred and be continuing, the Administrative Lender may provide written direction of investment. If neither the Company nor the Administrative Lender provide such direction to the Securities Intermediary, any monies held by the Securities Intermediary (except amounts held pursuant to Article IX of this Agreement) shall not be invested and the Securities Intermediary shall have no liability for interest therein. Any interest or other earnings on such Cash Equivalent Investments which may be received by the Securities Intermediary shall be deposited in the Security Account from which the investment monies were derived. None of the Administrative Agent, the Collateral Agent, the Securities Intermediary, or the Administrative Lender shall be liable or responsible for any loss, penalty or gain resulting from any investment made hereunder in accordance with the terms hereof. The Collateral Agent may direct the Securities Intermediary to liquidate any Cash Equivalent Investments (without regard to maturity date) whenever the Collateral Agent deems it necessary to make any deposit, transfer or distribution required by this Agreement, and while the Collateral Agent shall use reasonable efforts to minimize losses in connection with such sales and liquidations, none of the Administrative Agent, the Collateral Agent, the Securities Intermediary, or the Administrative Agent shall be liable to any Person for any loss suffered because of such sale or liquidation other than by reason of its bad faith, willful misconduct or gross negligence. For purposes of this Agreement (including, without limitation, the determination of the balance in any Account), the value of any Cash Equivalent Investment shall be the lesser of (x) the face amount thereof and (y) the fair market value thereof. Neither the Collateral Agent nor the Securities Intermediary shall have any obligation to invest or reinvest any amounts held hereunder in the absence of written investment directions as provided in this Section 2.1.13 in any manner.

2.1.14 Patriot Act . The Parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, Deutsche Bank Trust Company Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account. The Parties to this Agreement agree that they will provide Deutsche Bank Trust Company Americas, with such information as it may reasonably request in order for Deutsche Bank Trust Company Americas to satisfy the requirements of the USA Patriot Act.

Section 2.2 Deposits to Construction Account; Deposits to Drilling Account .

2.2.1 Deposits to Construction Account .

2.2.1.1 The Collateral Agent shall, in accordance with an Advance Request delivered in accordance with Section 2.2 (Making the Advances) of the Credit Agreement , deposit the proceeds of each Advance, less the structuring, upfront and other fees payable to each Agent and the Lenders and the expenses of each Agent and the Lenders, directly into the Construction Account.

2.2.1.2 The Collateral Agent shall, in accordance with the written instruction of the Administrative Lender, deposit all equity contributions made to the Company before the Final Completion Date directly into the Construction Account; provided , that (a) upon the occurrence of a Buy-Down Trigger Event, any payment made by the Class A Investors pursuant to Section 4.4 of the LLC Operating Agreement in respect of the Buy-Down CA

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Redemption Amount and the Buy-Down LLC Redemption Amount shall be deposited into the Development Account and (b) any Drilling Deposit shall be deposited into the Drilling Account.

2.2.2 [RESERVED]

Section 2.3 Deposits to the Revenue Account .

2.3.1 Subject to Section 2.2.1.2 , Section 2.4 and Section 2.5 , the Company agrees that it shall irrevocably instruct each Person from whom it receives or is entitled to receive any Gross Project Revenues to deposit into the Revenue Account all such payments due or to become due to the Company pursuant to any Operative Document or otherwise; provided, that the interest, dividends and other income in respect of sums standing to the credit of any Security Accounts shall remain in such Security Account until withdrawn pursuant to the terms of this Agreement.

2.3.2 All reserves, receipts, monies (including, without limitation, equity contributions) and proceeds and other sums of any nature received by the Company and not required to be deposited into any other Security Account shall be deposited into the Revenue Account; provided , that amounts received from a member of the Company or an Affiliate of such member not otherwise required to be deposited into any other Security Account may be deposited in (a) the Loss Proceeds Account for application in accordance with Section 2.6.1 (Casualty Event) of the Credit Agreement , (b) to an escrow account for the purpose of completing Restoration Work pursuant to Section 2.6.1.2(7) of the Credit Agreement , or (c) the Distribution Account.

2.3.3 In the event that any payments described in Section 2.3.1 or 2.3.2 required to be deposited into the Revenue Account are remitted directly to the Company, the Company shall hold such payments in trust for the benefit of the Collateral Agent and shall promptly transfer such payments to the Collateral Agent for deposit into the Revenue Account.

2.3.4 So long as no Credit Agreement Event of Default exists, prior to the Full Revenue QTD and the Facility Substantial Completion Date, the Collateral Agent, in accordance with an O&M Funding Request, shall instruct the Account Bank to transfer monies from the Construction Account for deposit into the Revenue Account in an amount sufficient to fund the Reimbursable Costs (excluding any Special Project Document Payments), Base Fee, Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments, as set forth therein.

Section 2.4 Deposits to Loss Proceeds Account . All Loss Proceeds paid to the Company or the Collateral Agent shall be deposited in the Loss Proceeds Account in accordance with Section 2.6.1 (Casualty Event) of the Credit Agreement .

Section 2.5 Deposits to the Development Account . The Collateral Agent shall deposit the following amounts into the Development Account:

2.5.1 On the Facility Substantial Completion Date, from the Construction Account, an amount equal to (i) the amount of the Development Account Target Balance, minus (ii) amounts deposited into the Revenue Account pursuant to Section 2.3.4 ;

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2.5.2 [RESERVED].

2.5.3 Upon the occurrence of a Buy-Down Trigger Event, the Collateral Agent, at the written instruction of the Administrative Lender, shall instruct the Account Bank to pay from the Construction Account, if funds are then available therein, the amount of liquidated damages that are constructively received by the Company in the form of an offset to or reduction in amounts that would otherwise be due and payable under the UTC Purchase Contract , if any, by the date on which Buy-Down Liquidated Damages are payable by Contractor under Section 6.4 of the EPC Agreement ;

2.5.4 The amount of the Buy-Down Liquidated Damages paid under Section 6.4 of the EPC Agreement ;

2.5.5 The amount of any portion of the Drilling Deposit required to be deposited into the Development Account pursuant to Section 3.8.2 of this Agreement;

2.5.6 The amount of any capital contribution received from the Class A Investors upon the exercise of their rights under Section 4.4 of the LLC Operating Agreement to cure any failure (a) by the Class B Investors to pay any portion of the Drilling Deposit required to be paid by the Class B Investors pursuant to Section 2.2.3 of the Equity Capital Contribution Agreement , to the extent of any such amounts remaining in the Drilling Account and required to be deposited into the Development Account pursuant to Section 3.8.2 of this Agreement, or (b) by Contractor to pay Buy-Down Liquidated Damages required to be paid by Contractor pursuant to Section 6.4 of the EPC Agreement .

Section 2.6 Instructions to Collateral Agent . When written instruction are required to be delivered hereunder by the Administrative Lender to the Collateral Agent, the Administrative Lender shall deliver such notice upon the satisfaction of conditions, if any, to the delivery of such notice. With respect to any required deposit to a Security Account by the Account Bank, any written instructions given by the Administrative Lender shall include the deposit amount and the specific Security Account to which such deposit shall be made.

ARTICLE III.

DISBURSEMENTS FROM AND OTHER MATTERS RELATING TO THE ACCOUNTS

Section 3.1 Disbursements from the Construction Account .

3.1.1 Except during the continuance of a Credit Agreement Default or a Credit Agreement Event of Default, within three (3) Business Days after the Collateral Agent and the Administrative Lender receive a duly issued Construction Disbursement Request signed by the Company and separately receive a certification regarding the respective Construction Disbursement Request from the Independent Engineer in the form of Exhibit E , the Collateral Agent (unless instructed otherwise by the Administrative Lender prior to the disbursement date set forth in the Construction Disbursement Request) shall instruct the Account Bank to withdraw from the Construction Account the amount set forth in such Construction Disbursement Request and transfer such amount as directed in the Construction Disbursement Request; provided, that no withdrawal shall be made from the Construction Account without the written instruction of

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the Collateral Agent (acting pursuant to written instructions from the Required Lenders) if such withdrawal is for amounts that deviate from the amounts set forth in the Project Budget.

3.1.2 While a Credit Agreement Event of Default is continuing, the Collateral Agent (acting pursuant to written instructions from the Required Lenders) shall instruct the Account Bank as to transfers from the Construction Account.

3.1.3 If the Financing Expiration Date occurs prior to Final Completion (whether or not during the continuance of a Credit Agreement Event of Default), any amounts on deposit in the Construction Account shall be released to the Company (or as otherwise required by any court of competent jurisdiction) promptly following such Financing Expiration Date.

3.1.4 So long as no Credit Agreement Default or Credit Agreement Event of Default exists, on the Facility Substantial Completion Date, the Collateral Agent shall, in accordance with written instruction from the Administrative Lender, instruct the Account Bank to transfer monies from the Construction Account as follows, in order of priority:

3.1.4.1 An amount equal to the Minimum Debt Service Reserve into the Debt Service Reserve Account;

3.1.4.2 An amount equal to the Maintenance Reserve Required Balance into the Maintenance Reserve Account; and

3.1.4.3 An amount equal to (i) the amount of the Development Account Target Balance, minus (ii) amounts deposited into the Revenue Account pursuant to Section 2.3.4 into the Development Account.

3.1.5 On each Pre-Completion Interest Payment Date, the Collateral Agent, in accordance with the written direction of the Administrative Lender, shall instruct the Account Bank to withdraw from the Construction Account an amount equal to the accrued and unpaid interest on the outstanding Advances due and payable on such Pre-Completion Interest Payment Date and such amount shall be distributed to the Administrative Agent for distribution to the Lenders in accordance with the terms of the Credit Agreement .

3.1.6 So long as no Credit Agreement Default or Credit Agreement Event of Default exists, any amounts remaining in the Construction Account on the Final Completion Date and not otherwise applied in accordance with the terms of this Agreement shall be applied in accordance with the written direction of the Administrative Lender, first, to the payment of the Underrun Bonus, if any, second to the Development Account an amount equal to amounts deposited into the Revenue Account pursuant to Section 2.3.4, and the remainder to the Revenue Account.

Section 3.2 Disbursements from the Revenue Account .

3.2.1 On each Quarterly Transfer Date occurring on and after the Full Revenue QTD (other than during the continuance of a Credit Agreement Event of Default), the Collateral Agent shall, in accordance with a duly issued Quarterly Disbursement Request delivered in accordance with Section 5.1.5 (Quarterly Disbursement Request) of the Credit

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Agreement , instruct the Account Bank to apply all monies then on deposit in the Revenue Account in the following order of priority:

3.2.1.1 first , to the O&M Account, an amount sufficient to ensure that the balance in the O&M Account is sufficient to fund Reimbursable Costs (excluding any Special Project Document Payments), Base Fee, Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments, all as specified in such Quarterly Disbursement Request to the extent consistent with the Annual Operating Plan and Budget; provided , that Reimbursable Costs may represent one hundred ten percent (110%) of the amount provided for Reimbursable Costs set forth in the Annual Operating Plan and Budget;

3.2.1.2 second , to the Debt Service Account an amount sufficient such that amounts held in the Debt Service Account are equal to (a) the next required payment of Debt Service, plus (b) all expenses, indemnities and other amounts then due or to become due in the current month under any Financing Document, which amounts under this Section 3.2.1.2 shall be applied in the same order of priority set forth in Section 3.2.2.2 — Section 3.2.2.4 ;

3.2.1.3 third , to the Debt Service Reserve Account, an amount to ensure that the balance in the Debt Service Reserve Account equals the Minimum Debt Service Reserve; provided , that (a) during any Ordinary Cash Trap Period, the Ordinary Cash Trap Amount shall be deposited into the OCT Suspension Account, and (b) if the Debt Service Reserve Account is less than the Minimum Debt Service Reserve after application of monies in the Revenue Account, monies remaining in the Distribution Account, then the Development Account, shall be applied to the Debt Service Reserve Account until the amount therein is equal to the Minimum Debt Service Reserve;

3.2.1.4 fourth , to the Maintenance Reserve Account, an amount to ensure that the balance in the Maintenance Reserve Account equals the Maintenance Reserve Required Balance; provided , that if the Maintenance Reserve Account is less than the Maintenance Reserve Required Balance after application of monies in the Revenue Account, monies remaining in the Distribution Account, then the Development Account, after application to the Debt Service Reserve Account, if required, shall be applied to the Maintenance Reserve Account until the amount therein is equal to the Maintenance Reserve Required Balance;

3.2.1.5 fifth , to the parties entitled to such payments, any amounts due and payable in respect of Debt, other than Debt payable to Affiliates of the Company;

3.2.1.6 sixth , to the parties entitled to such payments, any Special Project Document Payments, other than those payable to Affiliates of the Company, or paid pursuant to Section 3.2.1.1 ;

3.2.1.7 seventh , if amounts have been deposited to the Revenue Account pursuant to Section 2.3.4 , monies shall be deposited to the Development Account until the aggregate amount deposited to the Development Accounts pursuant to this Section 3.2.1.7 equals the amount deposited to the Revenue Account pursuant to Section 2.3.4;

3.2.1.8 eighth, to the parties entitled to such payments, any amounts due and payable in respect of any Debt payable to Affiliates of the Company (to the extent such

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Debt is permitted under the Credit Agreement ), Special Project Document Payments payable to Affiliates of the Company and the Management Fee; and

3.2.1.9 ninth , provided the Distribution Conditions are satisfied on such date and the Company has certified as to same in the Quarterly Disbursement Request, to the Distribution Account, any remaining amounts then on deposit in the Revenue Account.

3.2.2 On each Quarterly Transfer Date occurring during the continuance of a Credit Agreement Event of Default (but prior to the acceleration of the Obligations whether automatically, by declaration or otherwise), the Collateral Agent in accordance with written instruction from the Administrative Lender (unless given written instructions from the Required Lenders to act otherwise) shall instruct the Account Bank to apply all monies received in the Revenue Account in the following order of priority:

3.2.2.1 first , to the payment, on a pro rata basis, of any periodically payable fees, expenses, indemnities and other amounts then due or to become due in the current month, including those of the Collateral Agent and Administrative Agent, under any Financing Document (other than amounts specified in clauses 3.2.2.3 and 3.2.2.4 below);

3.2.2.2 second , to the O&M Account, an amount sufficient to ensure that the balance in the O&M Account is sufficient to fund Reimbursable Costs (excluding any and all Special Project Document Payments), Base Fee, Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments for the immediately succeeding quarter to the extent consistent with the Annual Operating Plan and Budget; provided , that Reimbursable Costs may represent one hundred ten percent (110%) of the amount provided for Reimbursable Costs set forth in the Annual Operating Plan and Budget;

3.2.2.3 third , to the payment of all interest due and payable by the Company on such date under the Financing Documents;

3.2.2.4 fourth , to the payment of all principal due and payable by the Company on such date under the Financing Documents;

3.2.2.5 fifth , to the payment of Special Project Document Payments to non-Affiliates, Debt payments to non-Affiliates (to the extent not covered in Reimbursable Costs); and

3.2.2.6 sixth , any surplus amounts shall remain in the Revenue Account, unless the Collateral Agent is given contrary written instructions from the Required Lenders in respect of such surplus amounts.

3.2.3 Prior to the Full Revenue QTD, so long as no Credit Agreement Event of Default exists, the Collateral Agent, in accordance with an O&M Funding Request, shall instruct the Account Bank to transfer monies from the Revenue Account into the O&M Account an amount sufficient to fund Reimbursable Costs (excluding any Special Project Document Payments), Base Fee, the Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments, as set forth therein.

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Section 3.3 Disbursements from the O&M Account .

3.3.1 If no Credit Agreement Event of Default is then continuing, following the transfers specified in Section 3.2 , the Company, in the form of an O&M Payment Request, shall instruct the Account Bank to transfer from the O&M Account any amounts necessary for paying Reimbursable Costs (excluding any and all Special Project Document Payments), Base Fee, Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments, as they become due and payable as set forth therein; provided , that during the continuance of a Credit Agreement Event of Default, the Collateral Agent shall follow the written instructions of the Required Lenders.

Section 3.4 Disbursements from the Debt Service Account and Debt Service Reserve Account .

3.4.1 On each Quarterly Transfer Date occurring on and after the Full Revenue QTD, the Collateral Agent shall, based upon a duly issued Quarterly Disbursement Request, instruct the Account Bank to pay from the Debt Service Account any expenses, indemnities and other amounts then due or to become due under any Financing Document, which amounts shall be applied in the same order of priority set forth in Sections 3.2.2.2 - 3.2.2.4 .

3.4.2 If, following the application of any remaining funds in the Development Account pursuant to Section 3.9.3 , there are insufficient funds in the Debt Service Account to pay the amounts specified in Section 3.4.1 , the Collateral Agent, in accordance with the Quarterly Disbursement Request, shall instruct the Account Bank to transfer monies to satisfy such deficiency from the Debt Service Reserve Account to the Debt Service Account.

3.4.3 As of any Quarterly Transfer Date that is a Quarterly Transfer Date on which the balance of Debt Service Reserve Account exceeds the Minimum Debt Service Reserve (after application of any monies as required hereby on such date), the Collateral Agent in accordance with the Quarterly Disbursement Request, shall transfer any of such excess standing to the credit of the Debt Service Reserve Account to the Revenue Account for application in accordance with Section 3.2.1 .

Section 3.5 Disbursements from the Maintenance Reserve Account.

3.5.1 The Collateral Agent shall, in accordance with the written instructions from the Administrative Lender pursuant to a Maintenance Reserve Withdrawal Request, instruct the Account Bank to transfer from the Maintenance Reserve Account to the O&M Account such funds that are consistent with the Annual Operating Plan and Budget and as may be required for the purposes of paying for Reimbursable Costs (excluding any Special Project Document Payments), Base Fee, Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments (as each shall be specified in such written instructions); provided , however , that if such funds exceed the Annual Operating Plan and Budget, the Collateral Agent shall instruct the Account Bank to transfer from the Maintenance Reserve Account to the O&M Account in accordance with the written instructions from the Administrative Lender.

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3.5.2 If, following the application of any remaining funds in the Development Account pursuant to Section 3.9.3 , there are insufficient funds in the Revenue Account to pay the amounts specified in Section 3.2.1.1 or if there are insufficient funds in the Debt Service Account to pay the amounts specified in Section 3.4.1 on a Quarterly Transfer Date and such deficiency with respect to Section 3.4.1 has not been satisfied by the application of funds in accordance with Section 3.4.2 , the Collateral Agent (unless the Collateral Agent receives written instructions to the contrary from the Administrative Lender) shall instruct the Account Bank to transfer monies from the Maintenance Reserve Account to pay the amounts specified, first, in Section 3.2.1.1 and, second, in Section 3.4.1 (as applicable).

3.5.3 As of any Quarterly Transfer Date on which the balance of Maintenance Reserve Account exceeds the Maintenance Reserve Required Balance (after application of any monies as required hereby on such date), the Collateral Agent, in accordance with the Quarterly Disbursement Request, shall transfer any of such excess standing to the credit of the Maintenance Reserve Account to the Revenue Account for application in accordance with Section 3.2.1 .

Section 3.6 Disbursements from the OCT Suspension Account . Ordinary Cash Trap Amounts deposited into the OCT Suspension Account during an Ordinary Cash Trap Period pursuant to Section 3.2.1.3 , shall at any time prior to the termination of such Ordinary Cash Trap Period and at the sole option of the Required Lenders be disbursed, upon the written instruction from the Administrative Lender to the Collateral Agent, to mandatorily prepay the Advances under Section 2.6.3 (Ordinary Cash Trap Prepayment) of the Credit Agreement . So long as a Credit Agreement Default or Credit Agreement Event of Default has not occurred and is continuing, any Ordinary Cash Trap Amounts not applied to the Advances under Section 2.6.3 of the Credit Agreement prior to the termination of the Ordinary Cash Trap Period to which such Ordinary Cash Trap Amount relates shall be deposited into the Revenue Account.

Section 3.7 [RESERVED]

Section 3.8 Disbursements from the Drilling Account .

3.8.1 Prior to the occurrence of a Buy-Down Trigger Event, if no Credit Agreement Event of Default is then continuing and (a) the Class B Investors are in compliance with their obligations under Section 2.2.3 of the Equity Capital Contribution Agreement or (b) the Class A Investors exercise their rights under Section 4.4 of the LLC Operating Agreement to cure any failure by the Class B Investors to comply with their obligations under Section 2.2.3 of the Equity Capital Contribution Agreement , the Collateral Agent shall, based upon a duly issued Drilling Reserve Disbursement Request, instruct the Account Bank to pay from the Drilling Account the amounts set forth in such Drilling Reserve Disbursement Request.

3.8.2 Upon the occurrence of a Buy-Down Trigger Event and provided no Credit Agreement Event of Default is then continuing, if monies in the Development Account (after giving effect to any monies deposited into the Development Account from the Construction Account pursuant to Section 2.5.3 of this Agreement) are less than the sum of (a) the Development Account Minimum Balance, plus (b) the aggregate amount of Buy-Down Liquidated Damages, the Collateral Agent shall, in accordance with the written instruction of the

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Administrative Lender, instruct the Account Bank to disburse on the Guaranteed Final Completion Date an amount (the “ Applied Drilling Escrow Amount ”) from the Drilling Account for deposit into the Development Account equal to the lesser of (i) the amount necessary to make the balance in the Development Account equal to the sum of (a) the Development Account Minimum Balance, plus (b) the aggregate amount of Buy-Down Liquidated Damages and (ii) all remaining funds in the Drilling Account.

3.8.3 Subject to Section 3.8.2 , if no Credit Agreement Default or Credit Agreement Event of Default then exists, on the Facility Substantial Completion Date, any amounts remaining in the Drilling Account shall be paid to the Class B Investors in accordance with the LLC Operating Agreement or as otherwise instructed by a court of competent jurisdiction and the account shall be closed.

Section 3.9 Other Account Disbursements .

3.9.1 Loss Proceeds Account . Disbursements from the Loss Proceeds Account shall be made in accordance with Section 2.6.1 (Casualty Event) of the Credit Agreement in accordance with the instruction of the Administrative Lender.

3.9.2 Distribution Account . The Company may provide written instruction to the Account Bank to transfer or direct the transfer of funds from the Distribution Account, to the extent permitted by the Credit Agreement or as required pursuant to the terms hereof, in its sole discretion.

3.9.3 Development Account . Funds in the Development Account shall be disbursed at the written direction of the Administrative Lender as follows in the following order provided that no Credit Agreement Default or Credit Agreement Event of Default shall exist:

3.9.3.1 Upon the occurrence of a Buy-Down Trigger Event, the Development Account Overage, if any, shall be disbursed to pay, first, the Buy-Down CA Redemption Amount and, second, the Buy-Down LLC Redemption Amount pursuant to the Credit Agreement and the LLC Operating Agreement to the parties entitled thereto;

3.9.3.2 If funds then deposited in the O&M Account are insufficient to make payment of all Reimbursable Costs (excluding any Special Project Document Payments), Base Fee, Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments, as they become due and payable, following application of any amounts remaining in the Distribution Account, an amount sufficient to pay such costs;

3.9.3.3 If funds then available to pay Debt Service Account are insufficient to make payment of Debt Service, following application of any amounts remaining in the Distribution Account and prior to any payment from the Debt Service Reserve Account, an amount sufficient to pay Debt Service;

3.9.3.4 If the amount contained in the Debt Service Reserve Account is less than the Minimum Debt Service Reserve Amount and/or the amount contained in the Maintenance Reserve Account is less than the Maintenance Reserve Required Balance, the amount necessary to replenish, first, the Debt Service Reserve Account to the Minimum Debt

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Service Amount and then the Maintenance Reserve Account to the Maintenance Reserve Required Balance, as applicable;

3.9.3.5 Subject to Section 3.9.3.6 , if the Geothermal Engineer has delivered a duly executed Development Account Release Certificate to the Collateral Agent and the Administrative Lender, any remaining amounts contained in the Development Account shall be distributed to the Class B Investors as follows: (i) a payment of twenty five percent (25%) of such amount remaining in the Development Account twelve months following the Final Completion Date and (ii) a final payment of any remaining amounts contained in the Development Account eighteen (18) months after the Final Completion Date (the “Final Development Account Distribution Date”);

3.9.3.6 If the Class A Investors exercise their rights under Section 4.4 of the LLC Operating Agreement or a Credit Agreement Event of Default occurs as a result of the Class A Investors not exercising their rights under Section 4.4 of the LLC Operating Agreement , any amounts remaining in the Development Account on the Final Development Account Distribution Date shall be applied to repay Obligations under Section 2.6.4 of the Credit Agreement .

Section 3.10 Credit Agreement Event of Default, Etc . Except as provided in Section 3.3.2 , (a) upon the occurrence and during the continuation of a Credit Agreement Event of Default, the Collateral Agent, as directed by the Required Lenders, shall have the right to instruct the Account Bank (i) not to release, withdraw, distribute, transfer or otherwise make available any funds in or from any of the Security Accounts except to the Collateral Agent and (ii) to take such action or refrain from taking such action as the Collateral Agent specifies and (b) upon the occurrence and continuation of any Credit Agreement Event of Default, the Collateral Agent shall have the right to exercise such remedies as are then available to it, including the transfer of all or any part of the funds in the Security Accounts to any of the accounts. Upon the occurrence of any Casualty Event (or series of related Casualty Events), the Loss Proceeds therefrom shall be applied in accordance with Section 2.6 (Mandatory Prepayments) of the Credit Agreement in accordance with the written direction of the Administrative Lender.

Section 3.11 When Amounts Are Insufficient .

3.11.1 If the funds on deposit in the O&M Account are insufficient to pay Reimbursable Costs (excluding any Special Project Document Payments), Base Fee, the Owner Maintenance Agreement Payments, O&M Site Document Payments, and O&M Other Payments, as they become due and payable, the Company shall deliver a certificate to the Administrative Agent, the Collateral Agent and the Administrative Lender setting forth the amount of, and the cause for, such insufficiency. The Collateral Agent shall instruct the Securities Intermediary to transfer into the O&M Account such amounts as shall be necessary to fund such insufficiency from the Revenue Account, the Distribution Account, the Development Account, the Maintenance Reserve Account and the Loss Proceeds Account in the foregoing order (in each case to the extent funds are available in each such Security Account).

3.11.2 If the funds on deposit in the Revenue Account, Debt Service Account and Debt Service Reserve Account (taking into account the provisions of Section 3.4.2 ) are

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insufficient to make all payments of Debt Service in respect of the Obligations then due and payable, the Collateral Agent as instructed in writing by the Administrative Lender shall instruct the Securities Intermediary to transfer such amounts into the Revenue Account as shall be necessary to satisfy such deficiency from the Distribution Account, the Development Account, the Maintenance Reserve Account and the Loss Proceeds Account in the foregoing order (in each case to the extent funds are available in each such Security Account).

Section 3.12 Termination of Security Accounts . On the Financing Expiration Date, all Cash Equivalent Investments in each Security Account not otherwise applied in accordance with the terms of this Agreement shall (at the written direction of the Company) be liquidated or transferred to, and all remaining funds in each Security Account shall be remitted to the Company (or to such other Person at its direction) and the Security Accounts shall be closed.

ARTICLE IV.

ASSIGNMENT AND SECURITY INTERESTS

Section 4.1 Grant of Security . As security for the prompt and complete payment when due of any and all of the Secured Obligations now existing or hereafter arising, the Company hereby grants to the Collateral Agent a security interest and continuing lien on all of the Company’s right, title and interest in, to and under all of the property of the Company, including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the “ Collateral ”):

4.1.1 all Accounts;

4.1.2 all Chattel Paper;

4.1.3 all Documents;

4.1.4 all General Intangibles including all Payment Intangibles;

4.1.5 all Goods including all Equipment and Inventory;

4.1.6 all Instruments;

4.1.7 all Insurance;

4.1.8 all ASA Intellectual Property;

4.1.9 all Leases;

4.1.10 all Transaction Documents, unless waived by the Required Lenders;

4.1.11 all Investment Related Property, including the Security Accounts and all Deposit Accounts;

4.1.12 all Letter of Credit Rights;

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4.1.13 all Money;

4.1.14 all Receivables and Receivables Records;

4.1.15 all Commercial Tort Claims;

4.1.16 to the extent not otherwise included above, all Collateral Support and Supporting Obligations relating to any of the foregoing; and

4.1.17 to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

Section 4.2 Certain Limited Exclusions . Notwithstanding anything herein to the contrary, in no event shall the Collateral include (and the Company shall not be deemed to have granted a security interest in) any of the Company’s right, title or interest:

4.2.1 in any ASA Intellectual Property if the grant of such security interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of the Company therein;

4.2.2 in any license, contract or agreement to which the Company is a party or any of its rights or interests thereunder, including, without limitation, with respect to any Pledged Partnership Interests or any Pledged LLC Interests, to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement (including, without limitation, any partnership agreements or any limited liability company agreements or otherwise, result in a breach or termination of the terms of, or constitute a default under or termination of any such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406 of the UCC (or any successor provision or provisions of the UCC) of any relevant jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principles of equity); provided , that the Company agrees to use all reasonable efforts to obtain all requisite consent to enable the Company to provide a security interest in such asset and, in any event, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and the Company shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; or

4.2.3 in any of the outstanding capital stock of a Controlled Foreign Corporation, in excess of sixty five percent (65%) of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote.

ARTICLE V.

SECURITY FOR OBLIGATIONS; THE COMPANY REMAINS LIABLE

Section 5.1 Security for Obligations . This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), of all Obligations of the

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Company whether now or hereafter owed, owed under any Financing Document (collectively, the “ Secured Obligations ”).

Section 5.2 Company Remains Liable .

5.2.1 Anything contained herein to the contrary notwithstanding, until such time as the Collateral Agent (or its designee) shall have foreclosed on or otherwise taken possession of or otherwise assumed the obligations under the following collateral, as applicable:

5.2.1.1 the Company shall remain liable under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interest or Pledged LLC Interest, any Assigned Agreement and/or any other contracts and agreements included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed;

5.2.1.2 the exercise by the Collateral Agent of any of its rights hereunder shall not release the Company from any of its duties or obligations under the contracts and agreements included in the Collateral; and

5.2.1.3 neither the Collateral Agent nor any Lender shall have any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any Lender be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

5.2.2 Neither the Collateral Agent nor any Lender, nor any purchaser at a foreclosure sale under this Agreement shall be obligated to assume any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral unless the Collateral Agent, any Lender, or any such purchaser otherwise expressly agrees in writing to assume any or all of said obligations.

ARTICLE VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 6.1 Generally .

6.1.1 Representations and Warranties . The Company hereby represents and warrants, on the Effective Date, on the date of each Advance and on the Final Completion Date, that:

6.1.1.1 upon the filing of all UCC financing statements and other filings delivered by the Company, the security interests granted to the Collateral Agent hereunder constitute valid and perfected first priority Liens (subject only to Permitted Liens and to the rights of the United States government (including any agency or department thereof) with respect to United States government Receivables) on all of the Collateral;

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6.1.1.2 its chief executive office or its sole place of business is, and has been for the four month period preceding the date hereof, located at the place indicated on Schedule 6.1 (as amended or supplemented from time to time), and the jurisdiction of organization of the Company is the jurisdiction indicated on Schedule 6.1 (as amended or supplemented from time to time). If the chief executive office or sole place of business of the Company is located outside of the United States, then Schedule 6.1 (as amended or supplemented from time to time) also shall include the address of the major executive office in the United States, if any, of the Company; and

6.1.1.3 the full legal name of the Company is as set forth on Schedule 6.1 and it has not in the last five (5) years and does not do business under any other name (including any tradename or fictitious business name) except for those names set forth on Schedule 6.1 (as amended or supplemented from time to time).

6.1.2 Covenants and Agreements . The Company hereby covenants and agrees that it shall not change its name, identity, corporate structure, sole place of business, chief executive office or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby.

Section 6.2 Equipment and Inventory .

6.2.1 Representations and Warranties . The Company represents and warrants, on the Effective Date, on the date of each Advance and on the Final Completion Date, that:

6.2.1.1 all of the Equipment and Inventory included in the Collateral is kept only at the locations specified in Schedule 6.2 (as amended or supplemented from time to time); and

6.2.1.2 none of the Inventory or Equipment is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the possession of a bailee.

6.2.2 Covenants and Agreements . The Company covenants and agrees that:

6.2.2.1 it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory at the Facility Site or at its chief executive offices unless it shall have (a) (i) notified the Collateral Agent and the Administrative Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to

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Schedules thereto, at least thirty (30) days prior to any change in locations, identifying such new locations and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (ii) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory, or (b) the value of such Equipment and Inventory does not exceed $100,000 in the aggregate;

6.2.2.2 it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;

6.2.2.3 if any Equipment or Inventory, the value of which exceeds $100,000 in the aggregate, is in possession or control of any third party, the Company shall notify the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and

6.2.2.4 with respect to any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof (A) provide information with respect to any such Equipment, (B) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (C) deliver to the Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

Section 6.3 Receivables .

6.3.1 Representations and Warranties . The Company represents and warrants, on the Effective Date, on the date of each Advance and on the Final Completion Date, that:

6.3.1.1 to the best of the Company’s knowledge, each Receivable (a) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (b) is and will be enforceable in accordance with its terms, (c) is not and will not be subject to any setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise), and (d) is and will be in compliance with all Applicable Laws, whether federal, state, local or foreign; and

6.3.1.2 no Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, the Collateral Agent to the extent required by, and in accordance with Section 6.3.3

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6.3.2 Covenants and Agreements . The Company hereby covenants and agrees that:

6.3.2.1 it shall mark conspicuously, in form and manner reasonably satisfactory to the Collateral Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered to the Collateral Agent as provided herein), as well as the Receivables Records with an appropriate reference to the fact that the Collateral Agent has a security interest therein;

6.3.2.2 except as otherwise provided in this subsection and in accordance with the Credit Agreement , the Company shall continue to collect all amounts due or to become due to the Company under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, the Company shall take such action as the Company or the Collateral Agent may reasonably deem necessary or advisable. Notwithstanding the foregoing, the Company shall notify, any Account Debtor under any Receivable with an obligation to the Company in excess of $100,000 of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of a Credit Agreement Event of Default, the Collateral Agent may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to the Company thereunder directly to the Collateral Agent in accordance with the UCC for deposit in the Revenue Account and application in accordance with Article III ; (2) notify, or require the Company to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (3) enforce at the expense of the Company, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Company might have done. If the Collateral Agent notifies the Company that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by the Company shall be forthwith (and in any event within two (2) Business Days) deposited by the Company in the exact form received, duly indorsed by the Company to the Collateral Agent if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by the Company in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of the Company and the Company shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and

6.3.2.3 it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.

6.3.3 Delivery and Control of Electronic Chattel Paper . With respect to any Receivables in excess of $100,000 individually or $1,000,000 in the aggregate which would

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constitute “electronic chattel paper” under Article 9 of the UCC), the Company shall take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivable hereinafter arising, within ten (10) Business Days after the Company’s acquisition of rights therein. Any Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent in accordance with this Section 6.3.3 shall be delivered or subjected to such control upon request of the Collateral Agent.

Section 6.4 Investment Related Property .

6.4.1 Representations and Warranties . The Company hereby represents and warrants, on the Effective Date, on the date of each Advance and on the Final Completion Date, that:

6.4.1.1 Schedule 6.4 (as amended or supplemented from time to time) sets forth under the headings “Pledged Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by the Company and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule;

6.4.1.2 Schedule 6.4 (as amended or supplemented from time to time) sets forth under the heading “Pledged Debt” all of the Pledged Debt owned by the Company and, to the Company’s knowledge, all of such Pledged Debt has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof and is not in default and includes all of the issued and outstanding inter-company Debt evidenced by an instrument or certificate security of the respective issuers thereof owing to the Company;

6.4.1.3 Schedule 6.4 (as amended or supplemented from time to time) sets forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts and Commodities Accounts in which the Company has an interest. The Company is the sole entitlement holder of each such Securities Account and Commodities Account, and the Company has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (as defined in Section 9-115(e) of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto;

6.4.1.4 Schedule 6.4 (as amended or supplemented from time to time) sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which the Company has an interest and the Company is the sole account holder of each such Deposit Account and the Company has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having either sole dominion and control or “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and

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6.4.1.5 the Company has taken all actions necessary or desirable to: (a) establish the Collateral Agent’s “control” (within the meaning of Section 9-115 of the UCC) over any portion of the Investment Related Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts or Securities Entitlements; (b) establish the Collateral Agent’s sole dominion and control over all Deposit Accounts; (c) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (d) to deliver all Instruments to the Collateral Agent.

6.4.2 Covenants and Agreements . The Company hereby covenants and agrees that:

6.4.2.1 in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon the Company’s acquisition of rights therein and shall not be affected by the failure of the Company to deliver a supplement to Schedule 6.4 as required hereby; and

6.4.2.2 except as provided in the next sentence, in the event the Company receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) the Company shall immediately take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) and pending any such action the Company shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of the Company. Notwithstanding the foregoing, so long as no Credit Agreement Event of Default shall have occurred and be continuing, the Collateral Agent authorizes the Company to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest.

Section 6.5 Letter of Credit Rights .

6.5.1 Representations and Warranties . The Company hereby represents and warrants, on the Effective Date, on the date of each Advance and on the Final Completion Date, that:

6.5.1.1 all material letters of credit to which the Company has rights is listed on Schedule 6.5 (as amended or supplemented from time to time) hereto; and

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6.5.1.2 the Company has obtained the consent of each issuer of any material letter of credit to the assignment of the proceeds of the letter of credit to the Collateral Agent.

6.5.2 Covenants and Agreements . The Company hereby covenants and agrees that with respect to any material letter of credit hereafter arising it shall obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of credit to the Collateral Agent and shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto.

Section 6.6 Collateral that Constitutes ASA Intellectual Property .

6.6.1 Representations and Warranties . Except as disclosed in Schedule 6.6 (as amended or supplemented from time to time), the Company hereby represents and warrants, on the Effective Date and on the date of each Advance that Schedule 6.6 (as amended or supplemented from time to time) sets forth a true and complete list of (i) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by the Company and (ii) all Patent Licenses, Trademark Licenses and Copyright Licenses material to the business of the Company.

6.6.2 Covenants and Agreements . Subject to Section 4.2 , the Company hereby covenants and agrees that it shall promptly execute and deliver to the Collateral Agent any document required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the Collateral that constitutes ASA Intellectual Property, whether now owned or hereafter acquired.

Section 6.7 Commercial Tort Claims .

6.7.1 Representations and Warranties . The Company hereby represents and warrants, on the Effective Date and on the date of each Advance, that Schedule 6.7 (as amended or supplemented from time to time) sets forth all Commercial Tort Claims of the Company in excess of $100,000 individually or $1,000,000 in the aggregate.

6.7.2 Covenants and Agreements . The Company hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $100,000 individually or $1,000,000 in the aggregate hereafter arising it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, reflecting such new Commercial Tort Claims.

ARTICLE VII.

ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES

Section 7.1 Access; Right of Inspection . Subject to Collateral Agent’s agreement to comply with the confidentiality agreement in accordance with the requirements set forth in Article XIII (Confidential Information) of the Credit Agreement (execution of this Agreement by the Collateral Agent being evidence of such agreement), the Collateral Agent shall have the inspection rights set forth in Section 5.1.3 (Quarterly and Annual Compliance Certificate) of the Credit Agreement . The Collateral Agent and its representatives shall at all times (but in no

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event more than twice in any calendar year other than during the continuance of a Credit Agreement Event of Default), upon five (5) Business Days prior written notice (while no Credit Agreement Event of Default exists), also have the right to enter any premises of the Company and inspect any property of the Company where any of the ASA Intellectual Property, Inventory or Equipment of the Company granted pursuant to this Agreement is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

Section 7.2 Further Assurances .

7.2.1 The Company agrees that from time to time at the expense of the Company, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or reasonably desirable, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Company shall:

7.2.1.1 execute and file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as are necessary or required by Applicable Law, in order to perfect and preserve the security interests granted or purported to be granted hereby;

7.2.1.2 take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Collateral that constitutes ASA Intellectual Property with any intellectual property registry in which said Collateral that constitutes ASA Intellectual Property is registered or in which an application for registration is pending including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing; and

7.2.1.3 at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect the Collateral Agent’s security interest in all or any part of the Collateral.

7.2.2 In addition, to the extent permitted by Applicable Law, the Company hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Company, however, the primary responsibility for filing all UCC statements rests with the Company. The Company agrees that, to the extent permitted by Applicable Law, a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by the Company shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictions. The Company shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

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7.2.3 The Company hereby authorizes the Collateral Agent to file a record or records (as defined in Article 9 of the UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or reasonably advisable to perfect the security interest granted to the Collateral Agent herein, however, the primary responsibility for filing all UCC statements rests with the Company. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets” or “all personal property.”

7.2.4 The Company hereby authorizes the Collateral Agent to modify this Agreement after obtaining the Company’s written approval of or signature to such modification by amending Schedule 6.6 (as amended or supplemented from time to time) to include reference to any right, title or interest in any existing Collateral that constitutes ASA Intellectual Property or any Collateral that constitutes ASA Intellectual Property acquired or developed by the Company after the execution hereof or to delete any reference to any right, title or interest in any Collateral that constitutes ASA Intellectual Property in which the Company no longer has or claims any right, title or interest; provided , however , that the Collateral Agent has received written notice of such changes in the Collateral. For the avoidance of doubt and notwithstanding the foregoing, it is the Company’s primary obligation to obtain and preserve perfection of Collateral Agent’s first priority lien on all Collateral.

7.2.5 The Company shall, through the compliance of the covenants contained herein and through any other actions that may be necessary or desirable, continuously maintain from the date made the truthfulness and accuracy of every representation, warranty and certification made herein until the termination of this Agreement by its terms.

ARTICLE VIII.

COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT

Section 8.1 Power of Attorney . The Company hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as the Company’s attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, the Collateral Agent or otherwise, from time to time, upon the occurrence and during the continuance of any Credit Agreement Event of Default, in the Collateral Agent’s discretion to take any action and to execute any instrument (provided, however, that the Collateral Agent shall have no obligation to take such actions and primary responsibility shall rest with the Company) that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

8.1.1 to obtain and adjust insurance required to be maintained by the Company or paid to the Collateral Agent pursuant to the Credit Agreement ;

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8.1.2 to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

8.1.3 to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause 8.1.2 above;

8.1.4 to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

8.1.5 to prepare, sign and file any UCC financing statements in the name of the Company as debtor (which appointment shall be effective whether or not a Credit Agreement Event of Default has occurred or is continuing);

8.1.6 to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Collateral that constitutes ASA Intellectual Property in the name of the Company as assignor;

8.1.7 to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Excepted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of the Company to the Collateral Agent, due and payable immediately without demand; and

8.1.8 generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and the Company’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as the Company might do.

Section 8.2 No Duty on the Part of Collateral Agent or Secured Parties . The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Company for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Section 8.3 Reliance by Collateral Agent . Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance,

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use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received written instructions from the Administrative Lender (acting in accordance with the Credit Agreement and other Financing Documents), to the extent such written instructions are required herein. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Section 8.4 Certain Rights of Collateral Agent .

8.4.1 The duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement and the Collateral Agent shall not be liable for any obligations under this Agreement except for the performance of such duties and obligations as are specifically set out in this Agreement. The Collateral Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement by the Company or any other party to the Financing Documents. The Collateral Agent shall be under no liability to any other party hereto by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document.

8.4.2 The Collateral Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any Pledged Equity Interests, Pledged LLC Interests, Pledged Partnership Interests, Pledged Stock, or Pledged Trust Interests delivered hereunder, or for the value or collectibility of any note, check or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of each Pledgor to all or any of such assets whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable or remedy or not.

8.4.3 The Collateral Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Collateral Agent in good faith believes to have been signed and presented by the proper party or parties.

8.4.4 The Collateral Agent shall not be responsible for any unsuitability, inadequacy or unfitness of any security interest created hereunder or pursuant to any other security document pertaining to this matter nor shall it be obligated to make any investigation into, and shall be entitled to assume, the adequacy and fitness of any security interest created hereunder or pursuant to any other security document pertaining to this matter.

8.4.5 The Collateral Agent shall not be liable for any error of judgment, for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for

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anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.

8.4.6 The Collateral Agent may seek the advice, at the expense of the Company, of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel.

8.4.7 The Collateral Agent shall not be required to use or risk its own funds or otherwise do incur any liability in the performance of its obligations or duties, or in exercise of any rights or powers, and shall not be required to take any action which, in the Collateral Agent’s sole judgment, could involve it in expense or liability unless furnished with security and indemnity which the Collateral Agent deems in its sole discretion to be satisfactory.

8.4.8 In the absence of gross negligence, willful misconduct or bad faith on the part of the Collateral Agent, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent which conform to the requirements of this Agreement.

8.4.9 The Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction given under this Agreement.

8.4.10 The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

8.4.11 The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, approval or other paper or document.

8.4.12 The Collateral Agent may act through agents under this Agreement and shall not be responsible for the conduct or negligence of any agent appointed with due care. The Collateral Agent may also appoint additional institutions as co-collateral agents, pledgee’s or chargee’s with respect to the Pledged Equity Interests, Pledged LLC Interests, Pledged Partnership Interests, Pledged Stock, or Pledged Trust Interests, and all rights, privileges, protections, immunities and benefits given to the Collateral Agent hereunder are extended to any co-collateral agent, pledgee or chargee appointed by the Collateral Agent with respect to the Pledged Equity Interests, Pledged LLC Interests, Pledged Partnership Interests, Pledged Stock, or Pledged Trust Interests.

8.4.13 The Collateral Agent (a/k/a the “Security Agent”) is hereby directed by the Secured Parties to enter into each of the Collateral Assignment Agreements and Consent Agreements.

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ARTICLE IX.

REMEDIES

Section 9.1 Generally .

9.1.1 If any Credit Agreement Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral), and also may pursue any of the following separately, successively or simultaneously:

9.1.1.1 require the Company to, and the Company hereby agrees, that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at the Project Site;

9.1.1.2 enter onto the property where any Collateral is located and take possession thereof in accordance with Applicable Law;

9.1.1.3 prior to the disposition of the Collateral, store or process the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate;

9.1.1.4 without notice except as specified below, sell, assign, lease, license (on an exclusive or non-exclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable; and

9.1.1.5 subject to the terms of this Agreement, exercise dominion and control over, and refuse to permit further withdrawals (whether of money, securities, instruments or other property) from any Deposit Account maintained with the Collateral Agent constituting part of the Collateral.

9.1.2 The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral at any such sale and the Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Company, and the Company hereby waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to the Company of the time and place of any public sale or the time after which any private sale is to be

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made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Company hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, the Company shall be liable for the deficiency and the fees of any attorneys or agents employed by the Collateral Agent to collect such deficiency. The Company further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against the Company, and the Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way alter the rights of the Collateral Agent hereunder.

9.1.3 The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral.

9.1.4 If the Collateral Agent sells any of the Collateral on credit, the Secured Obligations will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral.

9.1.5 The Collateral Agent shall have no obligation to marshal any of the Collateral.

Section 9.2 Investment Related Property . The Company recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. The Company acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, the Company agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of

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public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, the Company shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.

Section 9.3 Collateral that Constitutes Intellectual Property .

9.3.1 Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of a Credit Agreement Event of Default:

9.3.1.1 the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of the Company, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Collateral that constitutes ASA Intellectual Property, in which event the Company shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement and the Company shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Article XIII hereof in connection with the exercise of its rights under this Section, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Collateral that constitutes ASA Intellectual Property as provided in this Section, the Company agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the Collateral that constitutes ASA Intellectual Property by others and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing as shall be necessary to prevent such infringement;

9.3.1.2 upon written demand from the Collateral Agent, the Company shall grant, assign, convey or otherwise transfer to the Collateral Agent all of the Company’s right, title and interest in and to the Collateral that constitutes ASA Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

9.3.1.3 the Company agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Collateral that constitutes ASA Intellectual Property;

9.3.1.4 if at any time the Company has any employees, within five (5) Business Days after written notice from the Collateral Agent, the Company shall make available to the Collateral Agent, to the extent within the Company’s power and authority, such personnel in the Company’s employ on the date of such Credit Agreement Event of Default and during the continuance thereof as the Collateral Agent may reasonably designate, by name, title or job

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responsibility, to permit the Company to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by the Company under or in connection with the Trademarks, Trademark Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s behalf and to be compensated at the Company’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Credit Agreement Event of Default; and

9.3.1.5 the Collateral Agent shall have the right to notify, or require the Company to notify, any obligors with respect to amounts due or to become due to the Company in respect of the Collateral that constitutes ASA Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of the Company, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Company might have done;

9.3.2 If (i) a Credit Agreement Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Credit Agreement Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to the Collateral that constitutes ASA Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of the Company, the Collateral Agent shall promptly execute and deliver to the Company, at the Company’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to the Company any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided , after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so

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reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the time of their assignment to the Collateral Agent and Permitted Liens.

9.3.3 Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article IX and at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, the Company hereby grants to the Collateral Agent, to the extent it has the right to do so, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Company subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of the Company to avoid the risk of invalidation of said Trademarks), to use, operate under, license, or sublicense any Collateral that constitutes ASA Intellectual Property now owned or hereafter acquired by the Company, and wherever the same may be located to the extent of the Company’s rights in such ASA Intellectual Property.

Section 9.4 Cash Proceeds . In addition to the rights of the Collateral Agent specified in Section 6.3 with respect to payments of Receivables, all proceeds of any Collateral received by the Company consisting of cash, checks and other near-cash items (collectively, “ Cash Proceeds ”) shall be held by the Company in trust for the Collateral Agent, segregated from other funds of the Company, and shall, forthwith upon receipt by the Company, unless otherwise provided pursuant to Section 6.4.2.2 , with prior written notice be turned over to the Collateral Agent in the exact form received by the Company duly indorsed by the Company to the Collateral Agent, if required and held by the Collateral Agent in the Revenue Account and applied as provided herein.

Section 9.5 Application of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority:

9.5.1 first , to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable to the Agents in their capacities as such;

9.5.2 second , pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Lenders;

9.5.3 third , pro rata to payment of accrued interest on the Secured Obligations;

9.5.4 fourth , pro rata to payment of principal outstanding on the Secured Obligations;

9.5.5 fifth , pro rata to the payment of any other portion of the Secured Obligations; and

9.5.6 sixth , any excess, after all of the Secured Obligations shall have been indefeasibly paid in full in cash, shall be paid to the Company or as otherwise required by any Governmental Requirement.

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ARTICLE X.

COLLATERAL AGENT

The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement ; provided , the Collateral Agent shall, after payment in full of all Secured Obligations under the Credit Agreement and the other Financing Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the written instructions of the Administrative Lender. Unless agreed upon by the Required Lenders, the Collateral Agent shall at all times be the same Person that is Administrative Agent under the Credit Agreement . Written notice of resignation by Administrative Agent pursuant to terms of the Credit Agreement shall also constitute notice of resignation as the Collateral Agent under this Agreement; removal of Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute removal as the Collateral Agent under this Agreement; and appointment of a successor Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute appointment of a successor Collateral Agent under this Agreement. Upon the acceptance of any appointment as Administrative Agent under the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereby also be deemed the successor Collateral Agent and such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

The Collateral Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Company. Upon such notice, a successor collateral agent reasonably acceptable to the Company (so long as no Credit Agreement Event of Default exists) shall be appointed by the Required Lenders and such successor collateral agent shall become the successor collateral agent hereunder upon the resignation date specified in such notice. If the Company shall fail to have appointed a successor collateral agent within thirty (30) days after the Collateral Agent has given written notice of its resignation to the Company, the Collateral Agent may petition a court of competent jurisdiction to appoint a successor collateral agent.

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ARTICLE XI.

CONTINUING SECURITY INTEREST

This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Financing Expiration Date, be binding upon the Company, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Upon the Financing Expiration Date, the security interest granted hereby shall terminate hereunder and of record and all rights to the Collateral shall revert to the Company. After the Financing Expiration Date, the Collateral Agent shall, at the Company’s expense, promptly execute and deliver to the Company such documents as the Company shall reasonably request to evidence such termination. Additionally, so long as no Credit Agreement Default or Credit Agreement Event of Default has occurred and is continuing (other than with respect to clause (iv) below), the Collateral Agent shall, upon written instructions from the Administrative Lender (and certification from the Geothermal Engineer in the case of (ii) below), release any Lien on (i) the parcels of land identified on Part A of Schedule 11-A hereto (the “ Collateral Parcels ”), if any, on the Facility Substantial Completion Date, (ii) the parcels of land identified on Part B of Schedule 11-A hereto (the “ Resource Support Parcels ”) on the Final Development Distribution Date, if any, or any date thereafter for a period of 18 months if a Development Account Release Certificate is delivered by the Geothermal Engineer, (iii) the parcels of land identified on Part C of Schedule 11-A hereto (the “ Permanent Parcels ”) on the Financing Expiration Date and (iv) the transmission lines identified on Schedule 11-B hereto (the “ Interconnection Assets ”) upon the Administrative Lender receiving written consent to such release from the Required Lenders, which written consent is anticipated to be delivered no later than the Facility Substantial Completion Date, subject to compliance with the requirements of Section 6.1(e) of the LLC Operating Agreement and such release not having an adverse effect on the operations of the Company, and, in each case, shall, at the Company’s expense, promptly execute and deliver to the Company such documents as the Company shall reasonably request to evidence such release. A Lender may assign or otherwise transfer any Loans held by it pursuant to Article XVI (Miscellaneous) of the Credit Agreement .

ARTICLE XII.

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM

Section 12.1 Standard of Care . The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially similar to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or otherwise. If the Company fails to perform any agreement contained herein, the Collateral Agent

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may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by the Company under Article IX (Expenses, Taxes, Etc.) of the Credit Agreement .

Section 12.2 Validity Responsibility . The Collateral Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectibility of any note, check or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. Nothing herein contained shall he deemed to obligate the Collateral Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Collateral Agent pursuant to this Agreement.

Section 12.3 Internet Decisions . In no event shall the Collateral Agent have any responsibility or liability for the types of investments, reinvestments or liquidation of funds held in the Collateral Accounts, made at the written direction of the Administrative Lender or any of its authorized representatives, nor shall the Collateral Agent have any duty or responsibility to confirm that the same are in fact permitted investments. In no event shall the Collateral Agent be deemed an investment manager or advisor in respect of any section of investments hereunder.

Section 12.4 Limitation on Damages . In no event shall Deutsche Bank Trust Company Americas, in its role as Collateral Agent, Administrative Agent, Account Bank or Securities Intermediary be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 12.5 Force Majeure . In no event shall Deutsche Bank Trust Company Americas, in its role as Collateral Agent, Administrative Agent, Account Bank or Securities Intermediary be liable for any failure or delay in the performance of its obligations hereunder because of a Force Majeure Event, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.

ARTICLE XIII.

INDEMNITY AND EXPENSES

Section 13.1 Obligations . The Company shall comply with its obligations under Article IX (Expenses, Taxes, Etc.) of the Credit Agreement .

Section 13.2 Survival . The obligations of the Company in this Article XIII shall survive resignation or removal of any Agent, or the termination of this Agreement and the discharge of the Company’s other obligations under this Agreement, the Credit Agreement and any other Financing Documents.

ARTICLE XIV.

MISCELLANEOUS

Section 14.1 Notices . Unless otherwise expressly specified or permitted by the terms hereof, all notices required or permitted under the terms and provisions hereof shall be given in accordance with Article XIV (Notices) of the Credit Agreement .

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Section 14.2 Successors and Assigns . All covenants and other agreements contained in this Agreement by or on behalf of any of the Parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Lender) whether so expressed or not.

Section 14.3 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 14.4 Construction . Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Section 14.5 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the Parties hereto. This Agreement may be delivered by facsimile.

Section 14.6 Confidentiality . The Parties agree to comply with the terms of Article XIII of the Credit Agreement .

Section 14.7 GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS .

THIS AGREEMENT AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE FINANCING DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-

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EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

THE COMPANY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS AND HEREBY CONFERS AN IRREVOCABLE SPECIAL POWER, AMPLE AND SUFFICIENT, TO CT CORPORATION SYSTEM, WITH OFFICES ON THE DATE HEREOF AT 111 8TH AVENUE, NEW YORK, NY 10011 AS ITS DESIGNEE, APPOINTEE AND AGENT WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING IN NEW YORK TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH PROCEEDING AND AGREES THAT THE FAILURE OF SUCH AGENT TO GIVE ANY ADVICE OF ANY SUCH SERVICE OF PROCESS TO THE COMPANY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY CLAIM BASED THEREON. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE COMPANY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY REASONABLY SATISFACTORY TO THE ADMINISTRATIVE LENDER ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION. EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN ARTICLE 14 (NOTICES) OF THE CREDIT AGREEMENT OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO ARTICLE 14 (NOTICES) OF THE CREDIT AGREEMENT , SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.

EACH PARTY HEREBY (a) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (b) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (c) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (d) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE FINANCING DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 14.7 .

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Section 14.8 Delivery of Reports, Notices, Certificates and Other Documents . For any purpose hereunder, no report, notice or certificate, a form of which is attached as an Exhibit in any Operative Document, shall be deemed provided hereunder unless such report, notice or certificate is substantially in the form required thereby and duly executed by each signatory thereto.

[Signature Pages Follow]

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IN WITNESS WHEREOF , each Party has caused this Agreement to be signed on its behalf as of the date first written above.

ACKNOWLEDGED:

Final Version

SCHEDULE Z

Unless the context otherwise requires, the following terms shall have the following respective meanings for all purposes, and the following definitions are equally applicable both to the singular and plural forms and the feminine, masculine and neuter forms of the terms defined. Any term defined below by reference to any Operative Document shall have such meaning whether or not such Operative Document has been terminated or otherwise remains in effect on the date of usage. This Schedule Z is comprised of three parts: (i) General Definitions; (ii) Parties; and (iii) Documents.

GENERAL DEFINITIONS

“ Account(s) ” means all “accounts” as defined in Article 9 of the UCC. [ASA, CA]

“ Account Bank ” means Deutsche Bank Trust Company Americas, in its capacity as bank with respect to the Deposit Accounts and within the meaning of Section 9-102 of the UCC. [ASA]

“ Account Debtor ” means each Person who is obligated on a Receivable or any Supporting Obligation related thereto. [ASA]

“ Accounting Firm ” means any of Company’s primary independent accounting firm which shall be Hein & Associates LLP or such other nationally or regionally recognized firm certified public accountants, in each case, selected by the Manager and approved by a Class Majority Vote. [LLCA]

“ Actual Availa