Guam § 5 - Pledge and Assignment: Revenue Fund.

§ 5. Pledge and Assignment: Revenue Fund.

(A) Subject only to the provisions of this Indenture

permitting the application thereof for or to the purposes and on the

terms and conditions set forth herein, there are hereby pledged to

secure the payment of the principal of and interest on the Bonds

in accordance with their terms and the provisions of this Indenture,

all of the Hotel Room Taxes, all of the Revenues (except to the

extent of the Rebate Requirement referred to in§ 5.08), and any

other amounts held in any fund or account established pursuant to

this Indenture (except the Rebate Fund and the Construction

Fund). Said pledge shall constitute a first lien on and security

interest in such assets and shall attach, be perfected and be valid

and binding from and after delivery by the Registrar of the 1997

Series A Bonds, without any physical delivery thereof or further

act.

(B) The Government shall deposit all Revenues upon the

receipt thereof in a special fund designated as the “Revenue

Fund”, which the Depositary shall establish and maintain and hold

in trust, except that all interest and other profit from the

investment of moneys in the Construction Fund shall be retained

therein. The Trustee and the Depositary shall be entitled to and

shall collect and receive all of the Revenues, and any Revenues

collected or received by the Government shall be deemed to be

held, and to have been collected or received, by the Government

as the agent of the Trustee and Depositary and shall forthwith be

paid by the Government to the Depositary.

(C) (1) The Trustee shall establish, maintain and hold in trust

the following additional funds:

(a) the Bond Fund;

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(b) the Bond Reserve Fund;

(c) the Bond Expense Fund; and

(d) the Rebate Fund.

(D) All moneys at any time deposited with the Trustee or the

Depositary, as the case may be, shall be held by the Trustee or the

Depositary, as the case may be in trust for the benefit of the

Holders at any time of the Bonds (and, to the extent of the payment

of any of the Bonds from amounts received under a Credit

Facility, for the benefit of the applicable Credit Provider,

subordinate in all respects to the Holders of all of the Bonds), and

the Government shall have no beneficial right or interest in any of

such moneys; except as in this Indenture provided. All Revenues

so deposited shall be held, disbursed, allocated and applied only

as provided in this Indenture.