Common use of Rights of Secured Party Clause in Contracts

Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations.

Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authorityimmediate and continuing right to demand, following collect, receive and receipt for all production, proceeds and payments assigned hereunder, and Secured Party is hereby appointed agent and attorney-in-fact of Debtor (which appointment is coupled with an interest and is irrevocable) for the occurrence purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Secured Party deems necessary in order for Secured Party to collect and during receive such production, proceeds and payments. In addition, Debtor agrees that, upon the continuance request of an Event Secured Party, it will promptly execute and deliver to Secured Party such transfer orders, payment orders, division orders and other instruments as Secured Party may deem necessary, convenient or appropriate in connection with the payment and delivery directly to Secured Party of Default all proceeds, production, and without notice payments assigned hereunder. Debtor hereby authorizes and directs that, upon the request of Secured Party, all pipeline companies, purchasers, transporters and other parties now or hereafter purchasing oil, gas or other mineral production produced from or allocated or attributed to Pledgorthe Collateral or any other interest of Debtor (whether now owned or hereafter acquired by operation of law or otherwise), in, to have such certificatesor relating to the Land or to any of the estates, bonds property, rights or other securities registered interests included in the Collateral, or any part thereof, or now or hereafter having in their possession or control any production from or allocated to the Collateral or any other interest of Debtor (whether now owned or hereafter acquired by operation of law or otherwise), in, to or relating to the Land or to any of the estates, property, rights or other interests included in the Collateral, or any part thereof, or the proceeds therefrom, or now or hereafter otherwise owing monies to Debtor under contracts and agreements herein assigned, shall, until Secured Party directs otherwise, pay and deliver such proceeds, production or amounts directly to Secured Party at Secured Party’s address set forth in the introduction to this Instrument, or in such other manner as Secured Party may direct such parties in writing, and this authorization shall continue until the assignment of production and proceeds contained herein is released and reassigned. Debtor agrees that all division orders, transfer orders, receipts and other instruments that Secured Party may from time to time execute and deliver for the purpose of collecting and receipting for such proceeds, production or payments may be relied upon in all respects, and that the same shall be binding upon Debtor and its successors and assigns. No payor making payments to Secured Party at its request under the assignment of production and proceeds contained herein shall have any responsibility to see to the application of any of such funds, and any party paying or delivering proceeds, production or amounts to Secured Party under such assignments shall be released thereby from any and all liability to Debtor to the full extent and amount of all payments, production or proceeds so delivered. Should Secured Party bring suit against any third party for collection of any amounts or sums included within the assignment of production and proceeds contained herein (and Secured Party shall have the right to bring any such suit), it may sxx either in Secured Party's its own name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capitalDebtor, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsboth.

Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following Upon the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall have the right to declare all of the Obligations to be entitled immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitations, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Debtor’s premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon, Secured Party may require the Debtor to take the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Secured Party may, at its option, sell the Collateral on credit, and furthermore may sell the Collateral without giving any warranties as to the Collateral and my specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Debtor at least ten (10) days prior written notice at the address of the Debtor set forth above (or at such other address or addresses as the Debtor shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all cash dividends costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorney’s fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Debtor or to any sums paid upon person or party lawfully entitled thereto. In the event the Proceeds of any such sale or disposition shall be applied to the payment of the Obligations in respect such order of priority as Secured Party shall determine and any surplus shall be returned to the Debtor or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral upon hereunder, including without limitation, the liquidationProceeds from the collection of Accounts, dissolution or reorganization are insufficient to pay all of the issuer thereof which shall Obligations in full, the Debtor will be paid to Secured Party to be held by it as additional collateral security liable for the Obligations. In case any distribution shall be made on or in respect deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of the Collateral pursuant collection of such deficiency, including (to the reorganizationextent permitted by law) without limitation, liquidation or dissolution of the issuer thereofattorneys fees, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence expenses and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsdisbursements.

Rights of Secured Party. (a) Rights Notwithstanding anything contained in this Security Agreement to Dividendsthe contrary, DistributionsGrantor expressly agrees that it shall remain liable under each of its Contracts and Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder and that it shall perform all of its duties and obligations thereunder, all in accordance with and Payments. With respect pursuant to the terms and provisions of each such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, Contract and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinaryLicense. Secured Party shall not have any obligation or liability under any such Contract or License by reason of or arising out of this Security Agreement or the authoritygranting to Secured Party of a lien therein or the receipt by Secured Party of any payment relating to any such Contract or License pursuant hereto, following nor shall Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of Grantor under or pursuant to any such Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Contract or License, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (b) Secured Party may at any time, upon the occurrence and during the continuance of an any Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (includingDefault, without limitationnotifying Grantor of its intention to do so, any certificate representing a stock or ownership notify parties to the Contracts of Grantor which constitute Collateral that the right, title and interest dividend or a distribution of Grantor in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith under such Contracts have been assigned to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, and that payments shall be made directly to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After Upon the occurrence and during the continuance of an any Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidationrequest of Secured Party, dissolution or reorganization of the issuer thereof which Grantor shall be paid so notify such parties to Secured Party to be held by it as additional collateral security for the Obligationssuch Contracts. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After Upon the occurrence and during the continuance of an any Event of Default, all sums Secured Party may, in its name or in the name of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shallothers, until paid or delivered communicate with such parties to such Contracts to verify with such parties, to Secured Party’s satisfaction, be held by Pledgor in trust as additional Collateral for the Obligationsexistence, amount and terms of any such Contracts.

Rights of Secured Party. Without limiting any other rights Secured Party has under the law, Secured Party may, from time to time, at its option (but shall have no duty to): (a) Rights perform any agreement of Pledgor hereunder that Pledgor shall have failed to Dividendsperform; (b) take any other action which Secured Party deems necessary or desirable for the preservation of the Collateral or Secured Party’s interest therein and the carrying out of this Agreement, Distributionsincluding: (i) any action to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Pledgor having effect on the Collateral; (iv) receiving, endorsing and collecting all checks and other orders for the payment of money made payable to Pledgor representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing giving full discharge for the same, ; and may receive and receipt for, (v) causing any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary person or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance entity having possession of an Event of Default and without notice any Collateral to Pledgor, to have acknowledge that such certificates, bonds person or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and entity holds such Collateral for the benefit of Secured Party; and (c) sign, file, authenticate, and to deliver authorize the same forthwith to signing, filing and authentication of, such financing statements and other documents respecting any right of Secured Party in the exact form receivedCollateral, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, any and all jurisdictions as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends determine in its discretion. Pledgor hereby appoints Secured Party as Pledgor’s attorney in fact, which appointment is and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Pledgor in accordance with this Section. Pledgor will reimburse Secured Party for all reasonable expenses so incurred by Secured Party within 10 business days of receipt of a written request for reimbursement. Amounts unpaid by Pledgor after such 10 business day period shall bear interest thereon at a rate per year equal to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or two percent (2%) in respect of the Collateral pursuant addition to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, Prime Rate until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationspaid.

Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations.

Rights of Secured Party. (a) Rights to DividendsAt the request of Secured Party, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following upon the occurrence and during the continuance of an any Event of Default Default, all remittances in respect of each Debtor’s accounts, payment intangibles, Proceeds and without notice other rights to Pledgorthe Collateral received by any Debtor shall be held in trust for Secured Party and, to have such certificates, bonds or other securities registered either in accordance with Secured Party's name ’s instructions, remitted to Secured Party or deposited to an account of Secured Party in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate form received (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase necessary endorsements or reduction instruments of capital, assignment or issued in connection with any reorganizationtransfer), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of . (b) At the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit request of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After upon the occurrence and during the continuance of an any Event of Default, Secured Party shall be entitled to receive all cash dividends distributions and payments of any nature with respect to any sums paid upon Pledged Collateral or in respect of the Collateral upon the liquidationinstrument Collateral, dissolution and all such distributions or reorganization of the issuer thereof which payments received by each Debtor shall be paid held in trust for Secured Party and, in accordance with Secured Party’s instructions, remitted to Secured Party or deposited to be held an account designated by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for in the Obligationsform received (with any necessary endorsements or instruments of assignment or transfer). After Further, upon the occurrence and during the continuance of an any Event of DefaultDefault any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, all sums of money and property so paid or distributed in respect each case as part of the Collateral (hereunder and Secured Party shall have the right, following prior written notice to each Debtor, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral and instruments, and to exercise all rights of conversion, exchange, subscription or any other than proceeds rights, privileges or options pertaining thereto, as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to either Debtor or any liquidation other Person for any failure to do so or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor delay in trust as additional Collateral for the Obligationsdoing so.

Rights of Secured Party. (a) Rights to Dividends, Distributions, Debtor agrees with and Payments. With respect to such instruments which are certificates, bonds or other securities, for the benefit of ----------------------- Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. that: A. Secured Party shall have the authorityright (but not the obligation) at its option to discharge or pay any taxes, following the occurrence and during the continuance of an Event of Default and without notice to Pledgorassessments, to have such certificatesliens, bonds security interests or other securities registered either encumbrances at any time levied or placed on or against the Collateral. Any amount so paid or advanced by Secured Party shall be secured by the Collateral and shall be repayable by Debtor on demand. B. Secured Party may sign and file appropriate financing statements, security agreements, recording instruments or other documents or amendments thereto with respect to the Collateral or any portion thereof without the signature of Debtor, and Debtor shall reimburse Secured Party on demand for any reasonable costs advanced or incurred by Secured Party in connection therewith. At Secured Party's name option, a carbon, photographic or in the name other reproduction of a nominee. If, while this Agreement is in effect, Pledgor (or of any financing statement executed by Debtor) shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, be sufficient as a conversion financing statement. C. Debtor hereby irrevocably constitutes and appoints Secured Party its attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Secured Party may deem necessary or in exchange for any advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the Collateralforegoing, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuingthe right, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After after the occurrence and during the continuance of an Event of Default, with full power of substitution either in Secured Party's or Debtor's name, to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due with respect to or in connection with the Collateral; to endorse checks, drafts, orders and other instruments for the payment of money representing payment on account, dividends or other distribution with respect to or in connection with the Collateral or any part thereof and to give full discharge for the same; to settle, compromise, prosecute or defend any action, claim or proceeding with respect to the Collateral; and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the Collateral. D. Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to have such other rights as are provided under applicable law. E. Secured Party to be held by it as additional collateral security for the Obligations. In case may take control of any distribution shall be made on or in respect Proceeds of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence at any time and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect may at its option apply any cash Proceeds of the Collateral (other than including without limitation any insurance proceeds or amounts payable in any lawsuit on account of the Collateral) to the payment of the Obligations, whether or not matured, in any liquidation or similar proceeding) which are received manner deemed appropriate by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations.

Rights of Secured Party. (a) Rights to DividendsIf an Event of Default shall occur, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authorityright to receive any and all cash dividends or distributions thereafter paid in respect of the Collateral and make application thereof to the Obligations of Pledgor under the Promissory Note, following the occurrence and during the continuance of in such order as Secured Party, in its sole discretion, may elect. If an Event of Default and without notice to Pledgorshall occur, to have then all such certificates, bonds or other securities registered either in Pledged Membership Interests at Secured Party's name or ’s option shall be registered in the name of a nominee. IfSecured Party or its nominee or its designee, while this Agreement is in effectand Secured Party or its nominee or its designee may thereafter exercise (i) all voting, Pledgor shall become entitled and all Company and other rights, as applicable pertaining to receive the Pledged Membership Interests and/or other Collateral, and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or shall receive any certificate options pertaining to such shares of the Pledged Membership Interests and/or other Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing a stock and all of Pledged Membership Interests and/or other Collateral as applicable upon the merger, consolidation, reorganization, recapitalization or ownership interest dividend other fundamental change in the organizational structure of the Company, or a distribution upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to such Pledged Membership Interests and/or other Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Membership Interests and/or other Collateral with any reclassificationcommittee, increase depositary, transfer agent, registrar or reduction of capital, or issued in connection with any reorganizationother designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange and shall not be responsible for any of the Collateral, failure to do so or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same delay in trust on behalf of and for the benefit so doing. (b) The rights of Secured Party, and to deliver Party under this Agreement shall not be conditioned or contingent upon the same forthwith to pursuit by Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to of any right or remedy against Pledgor or against any other Person which may be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid or become liable in respect of all or any part of the CollateralObligations of Pledgor under the Promissory Note or against any other security therefor, guarantee thereof or right of offset with respect thereto. After the occurrence and during the continuance of an Event of Default, Secured Party shall not be entitled liable for any failure to demand, collect or realize upon all cash dividends and to or any sums paid upon or in respect part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the liquidationrequest of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon the satisfaction of Pledgor’s obligations under the Promissory Note and payment of all amounts owed thereunder, dissolution or reorganization of the issuer thereof which Secured Party’s rights under this Agreement shall be paid to terminate, and Secured Party shall return to be held Pledgor any certificate(s) evidencing Pledgor’s Pledged Membership Interests and agrees to file a UCC termination promptly upon presentment by it Debtor, as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsmay be.

Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect both to the Obligations and the Collateral, Debtor hereby consents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of the Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payments thereon and the settlement, compromising or adjusting of any claims thereof, all in such instruments which are certificates, bonds manner and at such time or other securities, times as Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinarydeem advisable. Secured Party shall have no duty as to the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds collection or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any protection of the CollateralCollateral or any income thereon, or otherwise, Pledgor agrees to accept the same nor as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereofpreservation of any rights against prior parties, nor as additional to the preservation of any rights pertaining thereto beyond the safe custody thereof. Secured party may exercise its rights with respect to the Collateral without resorting or regard to other collateral security or sources of reimbursement for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall not be entitled deemed to all cash dividends and to have waived any sums paid of its rights under the Financing Agreements or upon or in respect of under the Obligations or the Collateral upon unless such waiver is in writing and signed by Secured Party. No delay or omission on the liquidationpart of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. Secured Party may revoke any permission or waiver previously granted to Debtor, dissolution or reorganization of the issuer thereof which and such revocation shall be paid to effective whether given orally or in writing. All rights and remedies of Secured Party with respect to be held the Obligations or the Collateral, whether evidenced hereby or by it as additional collateral security for the Obligations. In case any distribution other document, shall be made on cumulative and may be exercised singularly or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationsconcurrently.

Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following After the occurrence and during the continuance of an Event of Default it is agreed that all Proceeds received by Pledgor hereunder consisting of cash, checks and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, near-cash items shall be held by Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith segregated from other funds of Pledgors. Such Proceeds shall, promptly upon receipt by Pledgor, be (i) turned over to Secured Party in the exact form receivedreceived by Pledgor (duly endorsed by Pledgor to Secured Party, with appropriate undated stock powers, duly executed in blank, if required) to be held by Secured PartyParty during the continuance of such Event of Default or (ii) deposited into a Proceeds Reserve Account and, subject to the terms hereofextent not prohibited under the Loan Documents, such amounts so deposited in a Proceeds Reserve Account may be used for purposes permitted under the Loan Documents. Any and all such Proceeds held by Secured Party or held by Pledgor in trust for Secured Party shall continue to be held as additional collateral security for the Obligations. Until Secured Obligations and unless shall not constitute payment thereof until applied as provided in Section 8(a). (b) If an Event of Default shall have occurred occur and be continuing, Pledgor continuing and Secured Party shall be entitled give notice of its intent to exercise such rights to Pledgor: (i) Secured Party shall have the right to receive any and utilize all cash dividends, principal, and interest dividends or other cash distributions paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 8(a), and (ii) at the request of Secured Party, all shares of the Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of Secured Party or its nominee, and Secured Party or its nominee may thereafter exercise (A) all voting, corporate or other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (D) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or company structure of any of the Issuers, or upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to such shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. After Subject to the occurrence and during the continuance of an Event of Defaultforegoing, Secured Party hereby agrees that all shares of Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests, as the case may be, registered in the name of Secured Party pursuant to clause (ill of this Section 70 shall be entitled re-registered in the respective Xxxxxxx’x name if such Event of Default is cured prior to all cash dividends acceleration or is waived and to no Event of Default is then continuing. (c) The rights of Secured Party hereunder shall not be conditioned or contingent upon the pursuit by Secured Party of any sums paid upon right or remedy against any of the Borrowers or against any other Person which may be or become liable in respect of all or any part of any of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Secured Party shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the liquidation, dissolution request of Xxxxxxx or reorganization of the issuer thereof which shall be paid any other Person or to Secured Party to be held by it as additional collateral security for the Obligations. In case take any distribution shall be made on or in respect of the Collateral pursuant other action whatsoever with regard to the reorganization, liquidation Pledged Collateral or dissolution of the issuer any part thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations.

Rights of Secured Party. (a) Rights to Dividends, Distributions, All Proceeds of any kind that constitute financial assets as defined in Section 8-102(a) of the Code and Payments. With respect to such instruments which that are certificates, bonds or other securities, received by Secured Party may demand hereunder shall be held in a Collateral Account. (b) If an Event of the obligor issuing the same, Default shall occur and may receive be continuing and receipt for, any and all dividends and other distributions Secured Party shall give notice to Pledgor of Secured Party’s intent to exercise such rights: (other than cash dividendsi) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence right to receive any and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds all dividends or other securities registered either distributions paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order contemplated by the Repurchase Agreement, and (ii) at the request of Secured Party's name or , all Pledged LLC Interests not theretofore registered in the name of Secured Party or its nominee shall be so registered, and Secured Party or its nominee may thereafter exercise (A) all ownership rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a nominee. Ifmember under the applicable Limited Liability Company Agreement and (B) any and all rights of conversion, while this Agreement is in effectexchange, Pledgor shall become entitled subscription and any other rights, privileges or options pertaining to receive or shall receive any certificate such shares of the Pledged LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing and all of the Pledged LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of a stock Seller, or ownership interest dividend upon the exercise by Secured Party of any right, privilege or a distribution option pertaining to such shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any reclassificationcommittee, increase depository, transfer agent, registrar or reduction of capital, or issued in connection with any reorganizationother designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange and shall not be responsible for any of the Collateral, failure to do so or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same delay in trust on behalf of and for the benefit so doing. (c) The rights of Secured Party, and to deliver Party hereunder shall not be conditioned or contingent upon the same forthwith to pursuit by Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to of any right or remedy against Pledgor or against any other Person that may be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid or become liable in respect of all or any part of the CollateralSecured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. After the occurrence and during the continuance of an Event of Default, Secured Party shall not be entitled liable for any failure to demand, collect or realize upon all cash dividends and to or any sums paid upon or in respect part of the Pledged Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the liquidation, dissolution request of Pledgor or reorganization of the issuer thereof which shall be paid any other Person or to Secured Party to be held by it as additional collateral security for the Obligations. In case take any distribution shall be made on or in respect of the Collateral pursuant other action whatsoever with regard to the reorganization, liquidation Pledged Collateral or dissolution of the issuer any part thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations.

Rights of Secured Party. (a) Rights to Dividends, Distributions, All Proceeds of any kind that constitute financial assets as defined in Section 8-102(a) of the Code and Payments. With respect to such instruments which that are certificates, bonds or other securities, received by Secured Party may demand hereunder shall be held in a Collateral Account. (b) If an Event of the obligor issuing the same, Default shall occur and may receive be continuing and receipt for, any and all dividends and other distributions Secured Party shall give notice to Pledgor of Secured Party's intent to exercise such rights: (other than cash dividendsi) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence right to receive any and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds all dividends or other securities registered either distributions paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order contemplated by the Repurchase Agreement, and (ii) at the request of Secured Party's name or , all Pledged LLC Interests not theretofore registered in the name of Secured Party or its nominee shall be so registered, and Secured Party or its nominee may thereafter exercise (A) all ownership rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a nominee. Ifmember under the applicable Limited Liability Company Agreement and (B) any and all rights of conversion, while this Agreement is in effectexchange, Pledgor shall become entitled subscription and any other rights, privileges or options pertaining to receive or shall receive any certificate such shares of the Pledged LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing a stock and all of the Pledged LLC Interests upon the merger, consolidation, reorganization, recapitalization or ownership interest dividend other fundamental change in the corporate or a distribution company structure of Seller, or upon the exercise by Secured Party of any right, privilege or option pertaining to such shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any reclassificationcommittee, increase depository, transfer agent, registrar or reduction of capital, or issued in connection with any reorganizationother designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange and shall not be responsible for any of the Collateral, failure to do so or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same delay in trust on behalf of and for the benefit so doing. (c) The rights of Secured Party, and to deliver Party hereunder shall not be conditioned or contingent upon the same forthwith to pursuit by Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to of any right or remedy against Pledgor or against any other Person that may be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid or become liable in respect of all or any part of the CollateralSecured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. After the occurrence and during the continuance of an Event of Default, Secured Party shall not be entitled liable for any failure to demand, collect or realize upon all cash dividends and to or any sums paid upon or in respect part of the Pledged Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the liquidation, dissolution request of Pledgor or reorganization of the issuer thereof which shall be paid any other Person or to Secured Party to be held by it as additional collateral security for the Obligations. In case take any distribution shall be made on or in respect of the Collateral pursuant other action whatsoever with regard to the reorganization, liquidation Pledged Collateral or dissolution of the issuer any part thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations.

Rights of Secured Party. Secured Party may, from time to time, at its option (but shall have no duty to): (a) Rights perform any agreement of Debtor hereunder that Debtor shall have failed to Dividends, Distributions, and Payments. With respect to such instruments perform (b) take any other reasonable action which are certificates, bonds or other securities, Secured Party may demand deems necessary or desirable for the preservation of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary Collateral or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in interest therein and the name carrying out of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the other Loan Documents, including without limiting the generality of the foregoing: (i) any action to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or otherwiseother encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Debtor having effect on the Collateral; or (iv) receiving, Pledgor agrees to accept the same as Secured Party's agent endorsing and to hold the same in trust on behalf of collecting all checks and other orders for the benefit payment of Secured Partymoney made payable to Debtor representing any dividend, and to deliver the same forthwith to Secured Party in the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon payment or other distribution payable or distributable in respect of the Collateral upon or any part thereof, and to give full discharge for the liquidationsame; and (c) file, dissolution or reorganization cause to be filed, photocopies or carbon copies of any financing statement or other Loan Document respecting any right of Secured Party in the Collateral, and any such photocopy or carbon copy of the issuer thereof which signature of Debtor on such photocopy or carbon copy shall be paid to deemed an original for purposes of such filing. Debtor hereby authorizes Secured Party to sign financing statements on Debtor's behalf to be held filed in all jurisdictions in which such authorization is permitted. Debtor hereby appoints Secured Party as Debtor's attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Debtor in accordance with this Section. Debtor will, on demand, reimburse Secured Party for all reasonable expenses so incurred by it as additional collateral security for the ObligationsSecured Party. In case any distribution shall be made the event Debtor fails to reimburse Secured Party on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereofdemand, the property so distributed amount of such expenses shall be delivered to Secured Party to be held by it as additional collateral security for accrue interest thereon at the Obligations. After the occurrence and during the continuance rate of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral fourteen percent (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligations14%).

Rights of Secured Party. (a) Rights to Dividends, Distributions, and Payments. With respect to such instruments which are certificates, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following After the occurrence and during the continuance of an Event of Default and without notice to PledgorDefault, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for any of the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in may at any time and from time to time send or require the exact form received, with appropriate undated stock powers, duly executed in blank, Debtor to be held by Secured Party, subject send requests for verification of accounts or notices of assignment to account debtors and other obligors. After the terms hereof, as additional collateral security for occurrence and during the Obligations. Until and unless continuance of an Event of Default shall have occurred Default, the Secured Party may also at any time and be continuing, Pledgor shall be entitled from time to receive time telephone account debtors and utilize all cash dividends, principal, and interest paid in respect of the Collateralother obligors to verify accounts. After the occurrence and during the continuance of an Event of Default, Secured Party may, and Debtor shall be entitled at the request of Secured Party, promptly notify any account debtor, issuer or obligor of any account, instrument, investment property, chattel paper, letter of credit right, letter of credit, other right to all cash dividends and to any sums paid upon payment or in respect of general intangible constituting Collateral that the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid same has been assigned to Secured Party and to be held by it as additional collateral security for the Obligationsmake all future payments to Secured Party. In case addition, after the occurrence and during the continuance of an Event of Default, at the request of Secured Party, Debtor shall deposit all proceeds constituting Collateral, in their original form received (with any distribution shall be made on or necessary endorsement), in respect a collateral account designated by Secured Party within one business day after receipt of the Collateral proceeds by Debtor. Until Debtor makes each deposit pursuant to the reorganizationforegoing sentence, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Debtor will hold all proceeds separately in trust for Secured Party to be held by it as additional for deposit in the collateral security for the Obligationsaccount, and will not commingle any proceeds with any other property. After the occurrence and during the continuance of an Event of Default,, Debtor shall have no right to withdraw any funds from the collateral account, and Debtor shall have no control over the collateral account. The collateral account and all sums of money and property so paid funds at any time therein shall constitute Collateral under this Agreement. Before or distributed in respect of the Collateral (other than proceeds upon final collection of any liquidation or similar proceeding) which are received by Pledgor shallfunds in the collateral account, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for at its discretion, may release any funds to Debtor or any account of Debtor or apply any funds to the Obligations whether or not then due. Any release of funds to Debtor or any account of Debtor shall not prevent Secured Party from subsequently applying any funds to the Obligations. All items credited to the collateral account and subsequently returned and all other costs, fees and charges of Secured Party in connection with the collateral account may be charged by Secured Party to any account of Debtor, and Debtor shall pay Secured Party all amounts on demand. The Secured Party may also, by notice to the Debtor, require the Debtor to direct each of its account debtors to make payment directly to a special lockbox to be under the control of the Secured Party. The Debtor hereby authorizes and directs the Secured Party to deposit all checks, drafts and cash payments received in said lockbox into the collateral account established as set forth above.

Rights of Secured Party. The Debtor further covenants and agrees with the Secured Party that: (aA) Rights In the event of loss relating to Dividendsthe Collateral, Distributionsthe Secured Party, at its option, may (i) retain and Payments. With respect apply all or any part of the insurance proceeds to reduce, in such instruments which are certificates, bonds or other securities, order and amounts as the Secured Party may demand elect, the unpaid balance of the obligor issuing Obligations, or (ii) disburse all or any part of the sameinsurance proceeds to or for the benefit of the Debtor for the purpose of repairing or replacing the Collateral after receiving proof satisfactory to the Secured Party of such repair or replacement, in either case without waiving or impairing the Obligations or any other provision of this Agreement. The Debtor assigns to the Secured Party any return or unearned premiums which may be due upon cancellation of any insurance policies for any reason whatsoever and directs the insurers to pay to the Secured Party any amounts so due, and the Debtor appoints the Secured Party its attorney-in-fact to endorse any draft or check which maybe payable to Debtor in order to collect any return or unearned premiums or the proceeds of such insurance. (B) In the event the Debtor fails to pay any federal, state or local taxes, assessments or other governmental charges or claims, the Secured Party, at its election and without notice or demand to the Debtor, shall have the right, but not the obligation, to make any payment or expenditure with the right of subrogation, and to take any action which the Debtor should have taken or which the Secured Party deems advisable in order to protect its security interest in the Collateral or its rights under this Agreement, and may receive appear in any action or proceeding with respect to any of the foregoing and retain counsel, without prejudice to any of the Secured Party’s rights or remedies available under this Agreement or at law or in equity or otherwise. All such sums, as well as costs and expenses, advanced by the Secured Party shall be secured by this Agreement, and shall bear interest at the highest rate payable on any of the Obligations, from the date of payment by the Secured Party until paid in full by the Debtor. (C) The Secured Party may, at any time and from time to time, and regardless of whether an Event of Default has occurred or is continuing: (1) in the name of the Debtor or the Secured Party (as the Secured Party in its sole discretion may determine) demand, collect, receive, and receipt for, compound, compromise, settle and give acquittance for, and prosecute and discontinue or dismiss, with or without prejudice, any and all dividends and other distributions suits or proceedings respecting any of the Collateral; and (other than cash dividends2) payable in respect thereof, whether ordinary or extraordinary. take any action which the Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice may deem necessary or desirable in order to Pledgor, to have such certificates, bonds or other securities registered either in Secured Party's name or in the name of a nominee. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for realize on any of the Collateral, or otherwise, Pledgor agrees to accept and the same as Secured Party's agent and to hold Debtor irrevocably appoints the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, its attorney-in-fact with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security full power of substitution for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to or any sums paid upon such acts or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationspurposes.

Rights of Secured Party. (a) Rights Pledgor authorizes Secured Party to Dividends, Distributionsperform any or all of the following acts at any time, and Payments. With respect from time to such instruments which are certificatestime, bonds or other securities, Secured Party may demand of the obligor issuing the same, and may receive and receipt for, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. Secured Party shall have the authority, following the occurrence and during the continuance of an Event of Default and without notice to Pledgor, without affecting Pledgor’s obligations under this Pledge Agreement and without affecting the liens and encumbrances against the Collateral in favor of Secured Party: (a) Secured Party may agree to have such certificatesalter any terms of the Secured Obligations or any part thereof or any collateral security or guarantee therefor, bonds including renewing, compromising, extending, accelerating, compromising, waiving, surrendering or releasing, the Secured Obligations or any part thereof or any collateral security or guarantee therefore and any demand for payment of any of the Secured Obligations made by Secured Party may be rescinded by Secured Party and any of the Secured Obligations continued and the Crude Supply Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Secured Party and, with respect to amendments, modifications and supplements to the Crude Supply Agreement, Buyer may agree upon from time to time. (b) Secured Party may take and hold other collateral or other securities registered either in security for the Secured Party's name Obligations, accept additional or in substituted collateral or other security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such collateral or security. (c) During the name existence of a nominee. Ifan Event of Default, while this Agreement is in effect, Pledgor shall become entitled Secured Party may direct the order and manner of any sale of all or any part of any collateral or security now or later to receive or shall receive any certificate be held for the Secured Obligations (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganizationthe Collateral), option and Secured Party (or rightsits nominees or designees) may also bid at any such sale for all or any part of such collateral or security free of any right of redemption by Pledgor (which right is hereby waived and released) and Secured Party shall be entitled, whether as an addition tofor the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, in substitution of, as a conversion of or in exchange for to use and apply any of the Collateral, or otherwise, Pledgor agrees to accept Secured Obligations as a credit on account of the same as Secured Party's agent and to hold the same in trust on behalf of and purchase price for the benefit of Secured Party, and to deliver the same forthwith to any Collateral payable by Secured Party in at such sale. (d) During the exact form received, with appropriate undated stock powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance existence of an Event of Default, Secured Party shall be entitled apply any payments or recoveries from HEP, Buyer, Pledgor or any other source, and any proceeds of any collateral or other security (including, without limitation, the Collateral), to all cash dividends the Secured Obligations and to any sums paid upon other obligations under the Crude Supply Agreement in such manner, order and priority as Secured Party may elect. (e) Secured Party may release any Person or in respect entity of its liability for the Secured Obligations or any part thereof and any collateral or security at any time held by Secured Party for the payment of the Collateral upon the liquidationSecured Obligations may be sold, dissolution exchanged, waived, surrendered or reorganization of the issuer thereof which shall be paid to released. Secured Party shall have no obligation to be protect, secure, perfect or insure any lien or security interest at any time held by it as additional collateral security for the Secured Obligations. . (f) Secured Party may substitute, add or release any one or more guarantors or endorsers. (g) In case any distribution shall be made on or in respect of the Collateral pursuant addition to the reorganizationSecured Obligations, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party may extend other credit to be held by it as additional Buyer, and may take and hold collateral or other security for the Obligations. After the occurrence and during the continuance of an Event of Defaultcredit so extended, all sums of money without affecting Pledgor’s obligations hereunder and property so paid or distributed in respect of without affecting the liens and encumbrances against the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the Obligationshereunder.

Rights of Secured Party. (a) Rights 9.1 The Secured Party shall have and may exercise with reference to Dividendsthe Collateral and the Secured Obligations any and all of the rights and remedies of a secured party under the UCC and as otherwise granted herein or under any other Transaction Documents or under any other applicable law, Distributionswhether at law or in equity, including, without limitation, the right and power to sell, at public or private sale or sales, or otherwise dispose of, or otherwise utilize the Collateral and any part or parts thereof in any manner authorized or permitted under said UCC after default by a debtor, and Payments. With respect to apply the proceeds thereof toward payment of any costs and expenses and attorneys' fees and expenses thereby incurred by the Secured Party and toward payment of the Obligations in such instruments which are certificates, bonds order or other securities, manner as the Secured Party may demand of the obligor issuing the sameelect. Specifically, and may receive and receipt forwithout limiting the foregoing, any and all dividends and other distributions (other than cash dividends) payable in respect thereof, whether ordinary or extraordinary. the Secured Party shall have the authorityright to take possession of all or any party of the Collateral or any security thereof and of all books, following records, papers and documents of the occurrence and during Debtor or in the continuance of an Event of Default and without notice Debtor's possession or control relating to Pledgor, to have such certificates, bonds or other securities registered either the Collateral which are not already in the Secured Party's name or in the name of a nominee. Ifpossession, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive and for such purpose may enter upon any certificate (including, without limitation, any certificate representing a stock or ownership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, as a conversion of or in exchange for premises upon which any of the Collateral or any of said books, records, papers and documents are located and remove the same therefrom without any liability for trespass or damages thereby occasioned. To the extent permitted by law, the Debtor expressly waives any notice of sale or other disposition of the Collateral and all other rights or remedies of a debtor or formalities prescribed by law relative to sale or disposition of the Collateral or exercise of any other right or remedy of the Secured Party existing after default hereunder; and to the extent any such notice is required and cannot be waived, the Debtor agrees that if such notice is given at least ten days prior to the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale. 9.2 In the event the Secured Party elects not to sell the Collateral, or otherwise, Pledgor agrees to accept the same as Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same forthwith to Secured Party shall follow the procedures set forth in the exact form received, with appropriate undated stock powers, duly executed UCC for retaining the Collateral in blank, to be held by Secured Partysatisfaction of the Debtor's obligation, subject to the terms hereof, as additional collateral security for the Obligations. Until and unless an Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and utilize all cash dividends, principal, and interest paid in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, Secured Party shall be entitled to all cash dividends and to any sums paid upon or in respect of the Collateral upon the liquidation, dissolution or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations. In case any distribution shall be made on or in respect of the Collateral pursuant to the reorganization, liquidation or dissolution of the issuer thereof, the property so distributed shall be delivered to Secured Party to be held by it as additional collateral security for the Obligations. After the occurrence and during the continuance of an Event of Default, all sums of money and property so paid or distributed in respect of the Collateral (other than proceeds of any liquidation or similar proceeding) which are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional Collateral for the ObligationsDebtor's rights under such procedures.