Common use of Page Clause in Contracts

Page. Definitions 1 Section 2. Grant of Transaction Liens 8 Section 3. General Representations and Warranties 9 Section 4. Further Assurances; General Covenants 11 Section 5. Investment Property 12 Section 6. Investment Property Collateral Accounts 15 Section 7. Controlled Deposit Accounts 15 Section 8. Cash Collateral Account 16 Section 9. Operation of Collateral Accounts 17 Section 10. Transfer Of Record Ownership 19 Section 11. Right to Vote Securities 20 Section 12. Certain Cash Distributions 20 Section 13. Remedies upon Event of Default 21 Section 14. Application of Proceeds 21 Section 15. Fees and Expenses; Indemnification 21 Section 16. Authority to Administer Collateral 22 Section 17. Limitation on Duty in Respect of Collateral 23 Section 18. General Provisions Concerning the Collateral Agent 23 Section 19. Termination of Transaction Liens; Release of Collateral 25 Section 20. Notices 25 Section 21. No Implied Waivers; Remedies Not Exclusive 26 Section 22. Successors and Assigns 26 Section 23. Amendments, Waivers and Additional Lien Grantors 26 Section 24. Choice of Law 27 Section 25. Waiver of Jury Trial 27 Section 26. Severability 27 SCHEDULES: Schedule 1 Pledged Investment Property and Deposit Accounts Owned by Original Lien Grantors EXHIBITS: Exhibit A Security Agreement Supplement Exhibit B Perfection Certificate THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of July 30, 2007 (the “Effective Date”) by EVERGREEN ENERGY INC., a Delaware corporation (the “Issuer”), EVERGREEN OPERATIONS, LLC, a Delaware limited liability company (“Evergreen Operations”), KFX PLANT, LLC, a Wyoming limited liability company (“KFx Plant”), KFX OPERATIONS, LLC, a Wyoming limited liability company (“KFx Operations”), LANDRICA DEVELOPMENT COMPANY, a South Dakota corporation (“Landrica”), and BUCKEYE INDUSTRIAL MINING CO., an Ohio corporation (“Buckeye,” and together with Evergreen Operations, KFx Plant, KFx Operations and Landrica, the “Subsidiary Guarantors”) in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent and Trustee (the “Collateral Agent”) for the benefit of the Holders (as defined below).

Page. Section 1. Certain Definitions 1 Section 2. Grant Appointment of Transaction Liens 8 Rights Agent 6 Section 3. General Representations and Warranties 9 Issue of Rights Certificates 6 Section 4. Further Assurances; General Covenants 11 Form of Rights Certificates 8 Section 5. Investment Property 12 Countersignature and Registration 8 Section 6. Investment Property Collateral Accounts 15 Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 9 Section 7. Controlled Deposit Accounts 15 Exercise of Rights; Purchase Price; Expiration Date of Rights 10 Section 8. Cash Collateral Account 16 Cancellation and Destruction of Rights Certificates 11 Section 9. Operation Reservation and Availability of Collateral Accounts 17 Capital Stock 11 Section 10. Transfer Of Preferred Stock Record Ownership 19 Date 13 Section 11. Right to Vote Securities 20 Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 13 Section 12. Certain Cash Distributions 20 Certificate of Adjusted Purchase Price or Number of Shares 21 Section 13. Remedies upon Event Consolidation, Merger or Sale or Transfer of Default Assets or Earning Power 21 Section 14. Application of Proceeds 21 Fractional Rights and Fractional Shares 23 Section 15. Fees and Expenses; Indemnification 21 Rights of Action 24 Section 16. Authority to Administer Collateral 22 Agreement of Rights Holders 24 Section 17. Limitation on Duty in Respect of Collateral 23 Rights Certificate Holder Not Deemed a Stockholder 25 Section 18. General Provisions Concerning the Collateral Rights Agent 23 25 Section 19. Termination Merger or Consolidation or Change of Transaction Liens; Release Name of Collateral 25 Rights Agent 26 Section 20. Notices 25 Duties of Rights Agent 27 Section 21. No Implied Waivers; Remedies Not Exclusive 26 Change of Rights Agent 29 Section 22. Successors and Assigns 26 Issuance of New Rights Certificates 29 Section 23. Amendments, Waivers Redemption and Additional Lien Grantors 26 Termination 30 Section 24. Choice of Law 27 Exchange 30 Section 25. Waiver Notice of Jury Trial 27 Certain Events 31 Section 26. Notices 32 Section 27. Supplements and Amendments 33 Section 28. Successors 33 Section 29. Determinations and Actions by the Board of Directors, etc. 33 Section 30. Benefits of this Agreement 34 Section 31. Severability 27 SCHEDULES: Schedule 1 Pledged Investment Property and Deposit Accounts Owned by Original Lien Grantors EXHIBITS: 34 Section 32. Governing Law 34 Section 33. Counterparts 34 Section 34. Descriptive Headings 34 Exhibit A Security Agreement Supplement — Form of Certificate of Designation Exhibit B Perfection — Form of Rights Certificate THIS SECURITY AGREEMENT Exhibit C — Form of Summary of Rights STOCKHOLDER RIGHTS AGREEMENT, dated as of , 2005 (this the “Agreement”) is entered into as of July 30), 2007 (the “Effective Date”) by EVERGREEN ENERGY between xXXxX*s, INC., a Delaware corporation (the “Issuer”), EVERGREEN OPERATIONS, LLC, a Delaware limited liability company (“Evergreen Operations”), KFX PLANT, LLC, a Wyoming limited liability company (“KFx Plant”), KFX OPERATIONS, LLC, a Wyoming limited liability company (“KFx Operations”), LANDRICA DEVELOPMENT COMPANY, a South Dakota corporation (“LandricaCompany”), and BUCKEYE INDUSTRIAL MINING CO., an Ohio corporation (“Buckeye,” and together with Evergreen Operations, KFx Plant, KFx Operations and Landrica, the “Subsidiary Guarantors”) in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity AMERICAN STOCK TRANSFER & TRUST COMPANY as Collateral Rights Agent and Trustee (the “Collateral Rights Agent”) for the benefit of the Holders (as defined below).

Page. Section 1. Certain Definitions 1 Section 2. Grant Appointment of Transaction Liens 8 Rights Agent 3 Section 3. General Representations and Warranties 9 Issue of Right Certificates 3 Section 4. Further Assurances; General Covenants 11 Form of Right Certificates 5 Section 5. Investment Property 12 Countersignature and Registration 5 Section 6. Investment Property Collateral Accounts 15 Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 6 Section 7. Controlled Deposit Accounts 15 Exercise of Rights; Purchase Price; Expiration Date of Rights 6 Section 8. Cash Collateral Account 16 Cancellation and Destruction of Right Certificates 8 Section 9. Operation Reservation and Availability of Collateral Accounts 17 Shares of Preferred Stock 8 Section 10. Transfer Of Preferred Stock Record Ownership 19 Date 9 Section 11. Right to Vote Securities 20 Adjustment of Purchase Price, Number of Shares or Number of Rights 9 Section 12. Certain Cash Distributions 20 Certificate of Adjusted Purchase Price or Number of Shares 14 Section 13. Remedies upon Event Consolidation, Merger or Sale or Transfer of Default 21 Assets or Earning Power 14 Section 14. Application of Proceeds 21 Fractional Rights and Fractional Shares 16 Section 15. Fees and Expenses; Indemnification 21 Rights of Action 17 Section 16. Authority to Administer Collateral 22 Agreement of Right Holders 17 Section 17. Limitation on Duty in Respect of Collateral 23 Right Certificate Holder Not Deemed a Stockholder 17 Section 18. General Provisions Concerning the Collateral Rights Agent 23 18 Section 19. Termination Merger or Consolidation or Change of Transaction Liens; Release Name of Collateral 25 Rights Agent 18 Section 20. Notices 25 Duties of Rights Agent 18 Section 21. No Implied Waivers; Remedies Not Exclusive 26 Change of Rights Agent 20 Section 22. Successors and Assigns 26 Issuance of New Right Certificates 21 Section 23. Amendments, Waivers Redemption and Additional Lien Grantors 26 Termination 21 Section 24. Choice of Law 27 Section 25. Waiver of Jury Trial 27 Section 26. Severability 27 SCHEDULES: Schedule 1 Pledged Investment Property and Deposit Accounts Owned by Original Lien Grantors EXHIBITS: Exhibit A Security Agreement Supplement Exhibit B Perfection Certificate THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of July 30, 2007 (the “Effective Date”) by EVERGREEN ENERGY INC., a Delaware corporation (the “Issuer”), EVERGREEN OPERATIONS, LLC, a Delaware limited liability company (“Evergreen Operations”), KFX PLANT, LLC, a Wyoming limited liability company (“KFx Plant”), KFX OPERATIONS, LLC, a Wyoming limited liability company (“KFx Operations”), LANDRICA DEVELOPMENT COMPANY, a South Dakota corporation (“Landrica”), and BUCKEYE INDUSTRIAL MINING CO., an Ohio corporation (“Buckeye,” and together with Evergreen Operations, KFx Plant, KFx Operations and Landrica, the “Subsidiary Guarantors”) in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent and Trustee (the “Collateral Agent”) for the benefit of the Holders (as defined below).Exchange 22

Page. Certain Definitions 1 Section 2. Grant Appointment of Transaction Liens 8 Rights Agent 6 Section 3. General Representations and Warranties 9 Issuance of Rights Certificates 6 Section 4. Further Assurances; General Covenants 11 Form of Rights Certificates 8 Section 5. Investment Property 12 Countersignature and Registration 9 Section 6. Investment Property Collateral Accounts 15 Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 10 Section 7. Controlled Deposit Accounts 15 Exercise of Rights; Purchase Price; Expiration Date of Rights 10 Section 8. Cash Collateral Account 16 Cancellation and Destruction of Rights Certificates 12 Section 9. Operation Reservation and Availability of Collateral Accounts 17 Capital Stock 13 Section 10. Transfer Of Preferred Stock Record Ownership 19 Date 14 Section 11. Right to Vote Securities 20 Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 14 Section 12. Certain Cash Distributions 20 Certificate of Adjusted Purchase Price or Number of Shares 22 Section 13. Remedies upon Event Consolidation, Merger or Sale or Transfer of Default 21 Assets or Earning Power 22 Section 14. Application of Proceeds 21 Fractional Rights and Fractional Shares 25 Section 15. Fees and Expenses; Indemnification 21 Rights of Action 26 Section 16. Authority to Administer Collateral 22 Agreement of Rights Holders 27 Section 17. Limitation on Duty in Respect of Collateral 23 Rights Certificate Holder Not Deemed a Shareholder 27 Section 18. General Provisions Concerning the Collateral Rights Agent 23 27 Section 19. Termination Merger or Consolidation or Change of Transaction Liens; Release Name of Collateral 25 Rights Agent 28 Section 20. Notices 25 Duties of Rights Agent 29 Section 21. No Implied Waivers; Remedies Not Exclusive 26 Change of Rights Agent 31 Section 22. Successors and Assigns 26 Issuance of New Rights Certificates 31 Section 23. Amendments, Waivers Redemption and Additional Lien Grantors 26 Termination 32 Section 24. Choice of Law 27 Exchange 32 Section 25. Waiver Notice of Jury Trial 27 Certain Events 34 Section 26. Notices 35 Section 27. Supplements and Amendments 35 Section 28. Successors 36 Section 29. Determinations and Actions by the Board, etc. 36 Section 30. Benefits of this Agreement 36 Section 31. Severability 27 SCHEDULES: Schedule 1 Pledged Investment Property and Deposit Accounts Owned by Original Lien Grantors EXHIBITS: 37 Section 32. Governing Law 37 Section 33. Counterparts 37 Section 34. Descriptive Headings 37 Exhibit A Security Agreement Supplement Form of Certificate of Amendment of the Certificate of Incorporation A-1 Exhibit B Perfection Form of Rights Certificate THIS SECURITY B-1 RIGHTS AGREEMENT (this “Agreement”) is entered into dated as of July 30August 15, 2007 (the “Effective Date”) by EVERGREEN ENERGY INC.2007, between 4Kids Entertainment, Inc., a Delaware New York corporation (the “Issuer”), EVERGREEN OPERATIONS, LLC, a Delaware limited liability company (“Evergreen Operations”), KFX PLANT, LLC, a Wyoming limited liability company (“KFx Plant”), KFX OPERATIONS, LLC, a Wyoming limited liability company (“KFx Operations”), LANDRICA DEVELOPMENT COMPANY, a South Dakota corporation (“LandricaCompany”), and BUCKEYE INDUSTRIAL MINING CO.Continental Stock Transfer & Trust Co., an Ohio corporation (“Buckeye,” and together with Evergreen Operationsa New York corporation, KFx Plant, KFx Operations and Landrica, the “Subsidiary Guarantors”) in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Rights Agent and Trustee (the “Collateral Rights Agent”) for the benefit of the Holders (as defined below).