Common use of Additional Rights of Secured Party Clause in Contracts

Additional Rights of Secured Party. In addition to any other rights provided under the Contribution Agreement, the Secured Party shall have the following rights set forth in this Section with respect to the Collateral: (a) Prior to the full payment and performance of all of Debtor's obligations under this Agreement, Secured Party shall be entitled to receive as additional Collateral any and all cash, additional shares of stock or any other property of any kind payable to Debtor or distributable on or by reason of the Pledged Securities, whether in the form of or by way of dividends, warrants, partial or complete liquidation, conversion, prepayments or redemption's (in whole or in part), or otherwise. If any of the foregoing property shall come into the possession or control of Debtor, Debtor shall hold or control that property in trust for the benefit of Secured Party and forthwith transfer and deliver the same to Secured Party subject to the provisions hereof. (b) Debtor recognizes that Secured Party may be unable to effect a sale to the public of all or part of the Pledged Securities by reason of certain prohibitions or restrictions in federal or state securities laws and regulation (herein collectively referred to as "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more sales to restricted group of purchasers who will be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Debtor agrees that any sale(s) so made may be at prices and on other terms less favorable to Debtor than if the Pledged Securities were sole to the public, and that Debtor has no obligation to delay the sale of the Pledged Securities for period(s) of time necessary to permit the issuer thereof to register the Pledged Securities for sale to the public under any of the Securities laws. Debtor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Debtor shall cooperate with Secured Party and shall satisfy any requirements under the Securities laws applicable to the sale or transfer of the Pledged Securities by Secured Party.

Additional Rights of Secured Party. In addition to any other rights provided under the Contribution Agreement, the Secured Party shall have the following rights set forth in this Section with respect to the Collateral: (a) Prior to the full payment and performance of all of Debtor's obligations under this Agreement, Secured Party shall be entitled to receive as additional Collateral any and all cash, additional shares of stock or any other property of any kind payable to Debtor or distributable on or by reason of the Pledged Securities, whether in the form of or by way of dividends, warrants, partial or complete liquidation, conversion, prepayments or redemption's (in whole or in part), or otherwise. If any of the foregoing property shall come into the possession or control of Debtor, Debtor shall hold or control that property in trust for the benefit of Secured Party and forthwith transfer and deliver the same to Secured Party subject to the provisions hereof. (b) Debtor recognizes that Secured Party may be unable to effect a sale to the public of all or part of the Pledged Securities by reason of certain prohibitions or restrictions in federal or state securities laws and regulation (herein collectively referred to as "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more sales to restricted group of purchasers who will be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Debtor agrees that any sale(s) so made may be at prices and on other terms less favorable to Debtor than if the Pledged Securities were sole to the public, and that Debtor has no obligation to delay the sale of the Pledged Securities for period(speriod(d) of time necessary to permit the issuer thereof to register the Pledged Securities for sale to the public under any of the Securities laws. Debtor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Debtor shall cooperate with Secured Party and shall satisfy any requirements under the Securities laws applicable to the sale or transfer of the Pledged Securities by Secured Party.

Additional Rights of Secured Party. In addition to any other rights provided under the Contribution Indemnification Agreement, the Secured Party shall have the following rights set forth in this Section with respect to the Collateral: (a) Prior to the full payment and performance of all of Debtor's obligations under this Agreement, Secured Party shall be entitled to receive as additional Collateral any and all cash, additional shares of stock or any other property of any kind payable to Debtor or distributable on or by reason of the Pledged Securities, whether in the form of or by way of dividends, warrants, partial or complete liquidation, conversion, prepayments or redemption's (in whole or in part), or otherwise. If any of the foregoing property shall come into the possession or control of Debtor, Debtor shall hold or control that property in trust for the benefit of Secured Party and forthwith transfer and deliver the same to Secured Party subject to the provisions hereof. (b) Debtor recognizes that Secured Party may be unable to effect a sale to the public of all or part of the Pledged Securities by reason of certain prohibitions or restrictions in federal or state securities laws and regulation (herein collectively referred to as "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more sales to restricted group of purchasers who will be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Debtor agrees that any sale(s) so made may be at prices and on other terms less favorable to -3- Debtor than if the Pledged Securities were sole to the public, and that Debtor has no obligation to delay the sale of the Pledged Securities for period(speriod(d) of time necessary to permit the issuer thereof to register the Pledged Securities for sale to the public under any of the Securities laws. Debtor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Debtor shall cooperate with Secured Party and shall satisfy any requirements under the Securities laws applicable to the sale or transfer of the Pledged Securities by Secured Party.

Additional Rights of Secured Party. In Secured Party shall have all the rights of a secured party after default under the Uniform Commercial Code of Texas and in conjunction with, in addition to or in substitution for those rights and remedies: (a) it shall not be necessary that the Collateral or any other part thereof be present at the location of any sale pursuant to the provisions of this Section; (b) before application of proceeds of disposition of the Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' fees and legal expenses incurred by Secured Party, each Debtor, to the extent applicable, to remain liable for any deficiency; (c) the sale by Secured Party of less than the whole of the Collateral shall not exhaust the rights provided under of Secured Party hereunder, and Secured Party is specifically empowered to make successive sale or sales hereunder until the Contribution Agreementwhole of the Collateral shall be sold; and, if the proceeds of such sale of less than the whole of the Collateral shall be less than the aggregate of the Obligations, this Agreement and the Security Interest created hereby shall remain in full force and effect as to the unsold portion of the Collateral just as though no sale had been made; (d) in the event any sale hereunder is not completed or is defective in the opinion of Secured Party, such sale shall not exhaust the rights of Secured Party hereunder and Secured Party shall have the following rights set forth in this Section with respect right to the Collateral:cause a subsequent sale or sales to be made hereunder; (ae) Prior to the full payment and performance of all of Debtor's obligations under this Agreement, Secured Party shall be entitled to receive as additional Collateral any and all cashstatements of fact or other recitals made in any bill xx sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of any indebtedness or as to the occurrence of any default, additional shares or as to Secured Party having declared all of stock such indebtedness to be due and payable, or as to notice of time, place and terms of sale and the Collateral to be sold having been duly given, as to any other act or thing having been duly done by Secured Party, shall be taken as prima facie evidence of the truth of the facts so stated and recited; (f) Secured Party may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Secured Party, including the sending of notices and the conduct of sale, but in the name and on behalf of Secured Party; and (g) demand of performance, advertisement and presence of property at sale are hereby WAIVED and Secured Party (as agent and Representative of the Seasoned Warehouse Lenders) is hereby authorized to sell hereunder any evidence of debt it may hold as security for the Obligations. All demands and presentments of any kind payable or nature are expressly WAIVED by Debtors. Debtors WAIVE the right to Debtor or distributable on or by reason of the Pledged Securities, whether in the form of or by way of dividends, warrants, partial or complete liquidation, conversion, prepayments or redemption's (in whole or in part), or otherwise. If require Secured Party to pursue any of the foregoing property shall come into the possession or control of Debtor, Debtor shall hold or control that property in trust other remedy for the benefit of Secured Party Debtors and forthwith transfer and deliver the same to Secured Party subject to the provisions hereof. (b) Debtor recognizes agree that Secured Party may be unable to effect a sale proceed against any Debtor for the amount of the Obligations owed to the public of all or part of the Pledged Securities by reason of certain prohibitions or restrictions in federal or state securities laws and regulation (herein collectively referred to as "Securities Laws"), Seasoned Warehouse Lenders or the provisions of Seasoned Warehouse Agent without taking any action against any other federal Debtor or any other Person and state laws, regulations without selling or rulings, but may be compelled to resort to one otherwise proceeding against or more sales to restricted group of purchasers who will be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Debtor agrees that any sale(s) so made may be at prices and on other terms less favorable to Debtor than if the Pledged Securities were sole to the public, and that Debtor has no obligation to delay the sale of the Pledged Securities for period(s) of time necessary to permit the issuer thereof to register the Pledged Securities for sale to the public under applying any of the Securities laws. Debtor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Debtor shall cooperate with Secured Party and shall satisfy any requirements under the Securities laws applicable to the sale or transfer of the Pledged Securities by Secured PartyCollateral.

Additional Rights of Secured Party. In addition (a) Whenever Secured Party deems it necessary for its protection, it shall be entitled, without obtaining the further consent of or providing prior notice to Debtor, to direct Commodity Intermediary to liquidate any or all then outstanding open positions in the Trading Account and to direct Commodity Intermediary to pay to Secured Party any credit balance as shall exist in the Trading Account after such liquidation and after the payment to Commodity Intermediary of all Commodity Intermediary Indebtedness in connection with transactions in Debtor’s accounts with Commodity Intermediary. Debtor shall be liable to Commodity Intermediary for any debit or deficit that may be created when Secured Party initiates a liquidation. (b) If Commodity Intermediary requires additional margin for an open position, Secured Party may, but shall not be obligated to, advance to Commodity Intermediary on behalf of Debtor such amounts as may be required by Commodity Intermediary to margin such position, and, if applicable, shall give Commodity Intermediary immediate notice of its intent not to advance such margin as stated below; provided, however, that Debtor in all respects shall remain liable to Secured Party for any amount so advanced. Secured Party shall notify Commodity Intermediary immediately if Secured Party determines not to make any further advance or extension of credit on behalf of Debtor. Failure to give timely notice shall be deemed to be Secured Party’s determination not to make any further advances or extensions of credit on behalf of Debtor. (c) Debtor and Secured Party agree that Secured Party may obtain additional collateral for Debtor obligations and that Secured Party may proceed hereunder against the Trading Account or resort to any other rights provided under collateral, or both, in its sole discretion. (d) Notwithstanding anything herein to the Contribution Agreementcontrary, insofar as the Financing Agreement provides that Secured Party shall have is to act as collateral agent or the following rights set forth in this Section with respect to the Collateral: (a) Prior to the full payment and performance of all of Debtor's obligations under this Agreementlike for any Person other than a Bank, Secured Party shall be entitled deemed to receive have entered into this Agreement on behalf of and as additional Collateral any agent for such other Person and all cash, additional shares of stock or any Secured Party’s rights hereunder shall benefit such other property of any kind payable Person to Debtor or distributable on or by reason the extent provided in the Financing Agreement. Without limiting the generality of the Pledged Securitiesforegoing, whether in if the form of or by way of dividends, warrants, partial or complete liquidation, conversion, prepayments or redemption's (in whole or in part), or otherwise. If any of the foregoing property shall come into the possession or control of Debtor, Debtor shall hold or control that property in trust for the benefit of Secured Party and forthwith transfer and deliver the same to Secured Party subject to the provisions hereof. (b) Debtor recognizes Financing Agreement provides that Secured Party is to or may be unable act as collateral agent or the like on behalf of any letter of credit issuer, swap counterparty or other obligee, whether such Person is a Bank, an affiliate of a Bank or another Person, or with respect to effect a sale any obligations due any such Person or Persons, Secured Party’s rights under this Agreement shall extend to and benefit such other Person or Persons to the public of all or part of extent provided in the Pledged Securities by reason of certain prohibitions or restrictions in federal or state securities laws and regulation (herein collectively referred to as "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more sales to restricted group of purchasers who will be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Debtor agrees that any sale(s) so made may be at prices and on other terms less favorable to Debtor than if the Pledged Securities were sole to the public, and that Debtor has no obligation to delay the sale of the Pledged Securities for period(s) of time necessary to permit the issuer thereof to register the Pledged Securities for sale to the public under any of the Securities laws. Debtor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Debtor shall cooperate with Secured Party and shall satisfy any requirements under the Securities laws applicable to the sale or transfer of the Pledged Securities by Secured PartyFinancing Agreement.