WHEREAS, the Obligors, the Trustee and the Secured Parties, have entered into that certain Collateral Trust Indenture and Security Agreement dated as of January 15, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Collateral Trust Indenture) whereby the Obligors granted to the Trustee certain collateral for the benefit of the Secured Parties;
WHEREAS, the Issuer is a Wholly-Owned Subsidiary of the Issuer Holdco;
WHEREAS, LD-8, LD-9, LD-10, and TALL WALL II are Wholly-Owned Subsidiaries of the Issuer;
WHEREAS, the Co-Issuer is a Wholly-Owned Subsidiary of the Co-Issuer Holdco;
WHEREAS, it is a condition precedent to the agreement of the Purchasers to purchase the Notes that the Issuer Holdco pledges 100% of its rights and interests in the equity interests in the Issuer, the Co-Issuer Holdco pledges 100% of its rights and interests in the equity interests in the Co-Issuer and the Issuer pledges 100% of its rights and interests in the equity interests in each Project Company (other than the Co-Issuer), in each case, to the Trustee for the benefit of the Secured Parties and that this Pledge Agreement shall have been executed and delivered by each such Pledgor and shall be in full force and effect.
NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby agrees with the Trustee as follows:
SECTION 1. SECURITY FOR SECURED OBLIGATIONS.
This Pledge Agreement is made by each Pledgor to secure all Secured Obligations.
The parties hereto acknowledge and agree that the Secured Obligations shall include the payment of all reasonable and documented fees, expenses and costs, including reasonable and documented attorneys fees, paid or incurred by the Trustee or any Secured Party in connection with the enforcement by the Trustee of the terms hereof and the protection of or realization on the Pledged Collateral (as hereinafter defined).
SECTION 2. PLEDGE OF PROPERTY, ETC.
FOR VALUE RECEIVED, and as collateral security for the Secured Obligations, whether now existing or hereafter incurred, each Pledgor hereby pledges to the Trustee, its successors and assigns, for the benefit of the Trustee and the Secured Parties, and hereby grants a security interest to the Trustee, its successors and assigns, for the benefit of the Trustee and the Secured Parties, in and to, all of such Pledgors rights, title and interests in any and all equity, ownership interest, preferred stock, warrants, options, voting rights and agreements pertaining thereto at any time owned by such Pledgor (collectively, the Ownership Interests) in, or relating to the equity of, each Person identified on Schedule B hereto as a pledged company opposite the name of such Pledgor (individually, a Pledged Company and, collectively, the Pledged Companies), and all of the following, in each case whether now existing or hereafter acquired (together with all Ownership Interest of the Pledged Companies and any Pledged Securities, collectively, the Pledged Collateral):
(A) such Pledgors interest in all the capital thereof and all profits, losses, assets of any Pledged Company and dividends or other distributions to which such Pledgor shall at any time be entitled in respect of its Ownership Interest in any Pledged Company;