Common use of Regarding the Collateral Agent Clause in Contracts

Regarding the Collateral Agent. 15 COSO ENERGY DEVELOPERS PARTNERSHIP INTEREST PLEDGE AGREEMENT This Partnership Interest Pledge Agreement ("Agreement"), dated as of May 28, --------- 1999, is entered into by and among COSO ENERGY DEVELOPERS, a California general partnership ("Borrower,"), CAITHNESS COSO HOLDINGS, LLC, a Delaware limited -------- liability company ("CCH"), NEW CHIP COMPANY, LLC, a Delaware limited liability --- company ("NEW CHIP") (each of CCH and NEW CHIP a "Pledgor," and, collectively, -------- ------- the "Pledgors"), and U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as -------- collateral agent ("Collateral Agent") for U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as trustee ("Trustee") for the holders of all senior secured ------- notes issued pursuant to that certain Indenture dated as of May 28, 1999 (the "Indenture"), among Borrower, Trustee, COSO FINANCE PARTNERS, a California --------- general partnership ("Navy I"), COSO POWER DEVELOPERS, a California general ------ partnership ("Navy II"), and CAITHNESS COSO FUNDING CORP., a Delaware ------- corporation (the "Issuer") (such notes, the "Senior Secured Notes" and the ------ -------------------- holders thereof, the "Holders of the Senior Secured Notes"). ----------------------------------- A. Issuer has, as of the date of this Agreement, issued $413,000,000 of the Senior Secured Notes, the proceeds of which will be used to make loans to Borrower, Navy I and Navy II. B. CCH and NEW CHIP are general partners in Borrower pursuant to that certain General Partnership Agreement of COSO ENERGY DEVELOPERS, as amended and restated as of May 28, 1999 (the "Partnership Agreement"). --------------------- C. Pursuant to a Guarantee dated as of even date herewith (the "Guarantee"), --------- Borrower has guaranteed to Trustee and the Holders of the Senior Secured Notes the payment and performance of Issuer's obligations under the Senior Secured Notes and the Indenture. D. As a condition precedent to the sale of the Senior Secured Notes, the Borrower and Pledgors are required to have executed this Agreement as security for the payment and performance of Borrower's obligations under the Guarantee. In consideration of the premises herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Pledgors hereby agree with Collateral Agent for the benefit of Trustee and the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, as follows:

Regarding the Collateral Agent. 15 COSO ENERGY POWER DEVELOPERS PARTNERSHIP INTEREST PLEDGE AGREEMENT This Partnership Interest Pledge Agreement ("Agreement"), dated as of May 28, --------- 1999, is entered into by and among COSO ENERGY POWER DEVELOPERS, a California general partnership ("Borrower,"), CAITHNESS COSO HOLDINGSNAVY II GROUP, LLC, a Delaware limited -------- liability company ("CCHCNG"), NEW CHIP CTC COMPANY, LLC, a Delaware limited liability --- company ("NEW CHIPCTC") (each of CCH and NEW CHIP CTC a "Pledgor," and, collectively, -------- the ------- the ------- "Pledgors"), and U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as -------- collateral agent ("Collateral Agent") for U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as trustee ("Trustee") for the holders of all senior secured ------- notes issued pursuant to that certain Indenture dated as of May 28, 1999 (the "Indenture"), among Borrower, Trustee, COSO FINANCE PARTNERSENERGY DEVELOPERS, a California --------- general partnership ("Navy IBLM"), COSO POWER DEVELOPERSFINANCE PARTNERS, a California general ------ --- partnership ("Navy II"), and CAITHNESS COSO FUNDING CORP., a Delaware ------- corporation (the "Issuer") (such notes, the "Senior Secured Notes" and the ------ -------------------- holders thereof, the "Holders of the Senior Secured Notes"). ----------------------------------- A. Issuer has, as of the date of this Agreement, issued $413,000,000 of the Senior Secured Notes, the proceeds of which will be used to make loans to Borrower, Navy I and Navy IIBLM. B. CCH CNG and NEW CHIP CTC are general partners in Borrower pursuant to that certain General Partnership Agreement of COSO ENERGY POWER DEVELOPERS, as amended and restated as of May 28, 1999 (the "Partnership Agreement"). --------------------- C. Pursuant to a Guarantee dated as of even date herewith (the "Guarantee"), --------- Borrower has guaranteed to Trustee and the Holders of the Senior Secured Notes the payment and performance of Issuer's obligations under the Senior Secured Notes and the Indenture. D. As a condition precedent to the sale of the Senior Secured Notes, the Borrower and Pledgors are required to have executed this Agreement as security for the payment and performance of Borrower's obligations under the Guarantee. In consideration of the premises herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Pledgors hereby agree with Collateral Agent for the benefit of Trustee and the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, as follows:

Regarding the Collateral Agent. 15 COSO ENERGY DEVELOPERS FINANCE PARTNERS PARTNERSHIP INTEREST PLEDGE AGREEMENT This Partnership Interest Pledge Agreement ("Agreement"), dated as of May 28, --------- 1999, is entered into by and among COSO ENERGY DEVELOPERSFINANCE PARTNERS, a California general partnership ("Borrower,"), CAITHNESS COSO HOLDINGSESCA, LLC, a Delaware limited -------- liability company -------- ("CCHESCA"), NEW CHIP CLOC COMPANY, LLC, a Delaware limited liability --- company ("NEW CHIP---- --- CLOC") (each of CCH ESCA and NEW CHIP CLOC a "Pledgor," and, collectively, -------- the ------- the "Pledgors"), and U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as -------- collateral agent ("Collateral Agent") for U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as trustee ("Trustee") for the holders of all senior secured ------- notes issued pursuant to that certain Indenture dated as of May 28, 1999 (the "Indenture"), among Borrower, Trustee, COSO FINANCE PARTNERSENERGY DEVELOPERS, a California --------- general partnership ("Navy IBLM"), COSO POWER DEVELOPERS, a California general ------ --- partnership ("Navy II"), and CAITHNESS COSO FUNDING CORP., a Delaware ------- corporation (the "Issuer") (such notes, the "Senior Secured Notes" and the ------ -------------------- ------ holders thereof, the "Holders of the Senior Secured Notes"). ----------------------------------- A. Issuer has, as of the date of this Agreement, issued $413,000,000 of the Senior Secured Notes, the proceeds of which will be used to make loans to Borrower, Navy I BLM and Navy II. B. CCH ESCA and NEW CHIP CLOC are general partners in Borrower pursuant to that certain General Partnership Agreement of COSO ENERGY DEVELOPERSFINANCE PARTNERS, as amended and restated as of May 28, 1999 (the "Partnership Agreement"). --------------------- C. Pursuant to a Guarantee dated as of even date herewith (the "Guarantee"), --------- Borrower has guaranteed to Trustee and the Holders of the Senior Secured Notes the payment and performance of Issuer's obligations under the Senior Secured Notes and the Indenture. D. As a condition precedent to the sale of the Senior Secured Notes, the Borrower and Pledgors are required to have executed this Agreement as security for the payment and performance of Borrower's obligations under the Guarantee. In consideration of the premises herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Pledgors hereby agree with Collateral Agent for the benefit of Trustee and the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, as follows: