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<br />or other property by the Company, out of a rendering of services by the Company, out of
<br />a loan by the Company, out of the overpayment of taxes or other liabilities of the Company,
<br />or otherwise arises under any contract or agreement, whether such right to payment is or
<br />is not already earned by performance, and howsoever such right to payment may be
<br />evidenced, together with all other rights and interests (including all liens and security
<br />interests) which the Company may at any time have by law or agreement against any
<br />account debtor or other obligor obligated to make any such payment or against any of the
<br />property of such account debtor or other obligor; all including but not limited to all present
<br />and future debt instruments, chattel papers, contract rights, loans and obligations
<br />receivable, tax refunds, unearned insurance premiums, rebates and negotiable documents
<br />(collectively, the "Accounts "); (f) all general intangibles of the Company, whether now
<br />owned or hereafter acquired, including, but not limited to, certificates of deposit,
<br />applications for patents, patents, copyrights, trademarks, trade secrets, good will, trade
<br />names, customer lists, permits and franchises and the right to use the Company's name,
<br />together with all other intangible property rights such as the right to redeem or accept
<br />payment under an annuity contract or a non - negotiable certificate of a deposit issued by
<br />a bank (collectively, the "General Intangibles "), together with all of the easements, servient
<br />estates appurtenant thereto, rents, issues, uses, profits and right to possession of the Site,
<br />the Facilities, the Equipment, the Inventory, the Accounts, the General Intangibles and
<br />the other properties and interests in properties conveyed hereby from now until the Bonds
<br />secured hereby shall be paid and all amounts and obligations under the Agreement shall
<br />be paid and satisfied or this conveyance, pledge, transfer, assignment, grant and security
<br />interest is sooner released pursuant to terms hereinafter provided (all of which property,
<br />inclusive of the Site, the Facilities, the Equipment, the Inventory, the Accounts and the
<br />General Intangibles is hereinafter collectively referred to as the "Project "). Additionally,
<br />the Trustor hereby assigns, conveys, pledges, transfers and grants to the Deed Trustee,
<br />its successors and assigns, a security interest in the Project, including the Site, the
<br />Facilities, the Equipment, the Inventory, the Accounts and the General Intangibles now
<br />owned or hereafter acquired, and all of the proceeds received in respect of the property
<br />subject to the lien hereof.
<br />The Trustor hereby covenants with the Bond Trustee, and with its successors in
<br />interest, that the Trustor holds the Site and the Facilities by title in fee simple, and has
<br />good and merchantable title to the Equipment; the Company hereby covenants with the
<br />Bond Trustee, and with its successors in interest, that the Company has good and
<br />merchantable title to the Inventory, the Accounts and the General Intangibles; that each
<br />of the County and the Company has good and lawful authority to assign, convey, pledge,
<br />transfer and grant a security interest in the Project; that the Project is free and clear of
<br />all liens and encumbrances whatsoever except (i) the Agreement, (ii) the Indenture; (iii)
<br />this Deed of Trust, (iv) easements, reservations and restrictions of record, (v) inchoate
<br />mechanics' liens, and (vi) non - delinquent real estate taxes and special assessments, and
<br />that the Trustor covenants to warrant and defend the Project against the lawful claims of
<br />all persons whomsoever.
<br />CONDITIONED, HOWEVER, that if the County, as issuer of the Bonds, its
<br />successors or assigns, shall pay, or cause to be paid, or provision for such payment shall
<br />have been made in accordance with the Indenture for payment of the principal of,
<br />337230.3 -2-
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