Common use of Rights of Secured Party Clause in Contracts

Rights of Secured Party. Each Obligor agrees that Secured Party may, at any time after the occurrence and during the continuance of an Event of Default and without notice or demand of any kind, (a) notify the obligor on or issuer of any Collateral to make payment to Secured Party of any amounts due or distributable thereon; (b) in such Obligor's name or Secured Party's name, enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Obligors. For clarity, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Secured Party in respect of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuer.

Rights of Secured Party. Each Obligor agrees Secured Party shall have the immediate and continuing right to demand, 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 purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Secured Party maydeems necessary in order for Secured Party to collect and receive such production, at any time after proceeds and payments. In addition, Debtor agrees that, upon the occurrence request of Secured Party, it will promptly execute and during 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 continuance of an Event of Default payment and without notice or demand of any kind, (a) notify the obligor on or issuer of any Collateral to make payment delivery directly to Secured Party of any amounts due or distributable thereon; (b) in such Obligor's name or all proceeds, production, and payments assigned hereunder. Debtor hereby authorizes and directs that, upon the request of Secured Party's name, enforce collection 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 the Collateral or any other interest of any Collateral Debtor (whether now owned or hereafter acquired by suit operation of law or otherwise), in, to or surrender, release relating to the Land or exchange all or to any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold any increase estates, property, rights or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied other interests included in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Obligors. For clarity, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with thereof, or now or hereafter having in their possession or control any production from or allocated to the provisions of this Agreement, the Loan Agreement Collateral or any other Loan Document; providedinterest of Debtor (whether now owned or hereafter acquired by operation of law or otherwise), howeverin, 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 no vote 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 castbinding 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 no consent any party paying or delivering proceeds, production or amounts to Secured Party under such assignments shall be given released thereby from any and all liability to Debtor to the full extent and amount of all payments, production or action takenproceeds so delivered. Debtor agrees to indemnify and hold harmless any and all parties making payments to Secured Party, which would at the request of the Secured Party under the assignment of production and proceeds contained herein, against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees and legal expenses resulting from the delivery of such payments to Secured Party. The indemnity agreement contained in the previous sentence is made for the direct benefit of and shall be enforceable by all such persons and shall survive the termination of this Instrument. 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 effect of impairing the position or interest of Secured Party right to bring any such suit), it may xxx either in respect of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole its own name or in partthe name of Debtor, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuerboth.

Rights of Secured Party. Each Obligor agrees that 5.9.1. Upon default, Secured Party mayshall be entitled, in its own name or in the name of the Borrowers, or otherwise, but at the expense and cost of the Borrowers, to collect, demand, receive, xxx for and/or compromise any and all of the Accounts Receivables including, without limitation, any and all Accounts Receivable due or to become due from present or future subscribers or customers of any service provided by the Global Companies and to give good and sufficient releases therefore, to endorse any checks, drafts or other orders for the payment of monies payable in payment thereof and, in its discretion, to file any claims or take any action or proceeding, either in its own name or in the name of the Borrowers, or otherwise, which the Secured Party may deem necessary or advisable. It is expressly understood and agreed, however, that the Secured Party shall not be required or obligated in any manner to make any inquiries as to the nature or sufficiency of any payment received by any of them or to present or file any claims or take any other action to collect or enforce a payment of any amounts which may have been assigned to any bank or to which any bank may be entitled hereunder at any time after the occurrence and during the continuance of an Event of Default and without notice or demand of any kind, (a) notify the obligor on or issuer of any Collateral to make payment to times. Secured Party of any amounts due or distributable thereon; (b) in such Obligor's name or Secured Party's name, enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange may sell all or any part of itthe Collateral, as reasonably necessary to satisfy the obligations of Borrowers hereunder to Secured Party, either by public auction, private sale, or compromise, extend or renew for any period other reasonable method of disposition. Nothing in this Section 5.12.1 shall be construed to limit any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold Secured Party's rights in connection with any increase or profits received from of the Collateral as additional security for provided herein. 5.9.2. The Secured Party is hereby irrevocably appointed the Obligationstrue and lawful attorney-in-fact of the Borrowers in the Borrower's name and stead, except that any money received from to make all necessary deeds, bills of sale and instruments of assignment and transfer of the Collateral shall, at Secured Party's option, be applied in reduction of the Obligations, in thus sold and for such order of application other purposes as Secured Party may determine, are necessary or be remitted desirable to Obligors. For clarity, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with effectuate the provisions of this Agreement, and for that purpose it may execute and deliver all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one or more persons or entities with like power, the Loan Agreement Borrowers hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof; but if so requested by the Secured Party or by any purchaser, the Borrowers shall ratify and confirm any such sale or transfer by executing and delivering to the Secured Party or such purchaser all property, deeds, bills of sale, instruments of assignment and transfer and releases as may be designated in any such request; 5.9.3. All right, title, interest, claim and demand whatsoever, either in law or in equity or otherwise, of the Borrowers of, in and to the Collateral so sold shall be divested and such sale shall be a perpetual bar both at law and in equity against the Borrowers, its successors and assigns, and against any and all persons or entities claiming or who may claim the Collateral sold or any other Loan Document; providedpart thereof, howeverfrom, that no vote through or under the Borrowers or such entities, its successors or assigns. 5.9.4. The receipt of the Secured Party or of the officers thereof making such sale or such assignment shall be casta sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and no consent such purchaser or purchasers, and his, its or their assigns or personal representatives shall be given or action takennot, which would have after paying such purchase money and receiving such receipt of the effect of impairing the position or interest of Secured Party or of such officers thereof, be obligated to see to the application of such purchase money or be in respect anywise answerable for any loss, misapplication or non-application, thereof. The Borrowers shall remain liable for any deficiency resulting from a sale of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or shall pay any other Loan Document): (i) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuersuch deficiency forthwith on demand.

Rights of Secured Party. Each Obligor (a) The Pledgor agrees that Secured Party the Pledgee may, at any time after the occurrence and during the continuance of an Event of Default and without notice or demand of any kind, (ai) notify the obligor on or issuer of any Pledged Collateral to make payment to Secured Party the Pledgee of any amounts due or distributable thereon; (bii) in such Obligor's the Pledgor’s name or Secured Party's name, the Pledgee’s name enforce collection of any Pledged Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Pledged Collateral; (ciii) receive all proceeds of the Pledged Collateral; and (div) hold any increase or gain on, and receive all interest, dividends, distributions and other profits received from paid (whether in the form of cash or other property) in respect of, the Pledged Collateral as additional security for the ObligationsLiabilities, except that any money received from the Pledged Collateral shall, at Secured Party's the Pledgee’s option, be applied in reduction of the ObligationsLiabilities, in such order of application as Secured Party the Pledgee may determine, or be remitted to Obligorsthe Pledgor. For clarityIf at any time the Pledgor receives any interest, so long as no Event of Default has occurred and is continuingdividends, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, distributions or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement other amounts or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Secured Party property in respect of any of the Pledged Collateral, such amounts or property shall be deemed received by the Pledgor in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered by the Pledgor to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) The Pledgor shall execute and deliver (or cause to be executed and delivered) to the Pledgee all such proxies and other instruments as the Pledgee may reasonably request for the purpose of enabling the Pledgee to exercise the rights which would authorize, effect or consent it is entitled to exercise pursuant to clause (unless a) above and to receive the extent not prohibited by this Agreement dividends or by the Loan Agreement or any other Loan Document): interest payments which it is authorized to receive pursuant to clause (ia) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuerabove.

Rights of Secured Party. Each Obligor agrees Secured Party shall have the immediate and continuing right to demand, collect, receive and receipt for all production, proceeds and payments assigned hereunder, and Secured Party is hereby appointed agent and attorney-in-fact of Debtors (which appointment is coupled with an interest and is irrevocable) for the purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Secured Party maydeems necessary in order for Secured Party to collect and receive such production, at any time after proceeds and payments. In addition, Debtors agree that, upon the occurrence request of Secured Party, they will promptly execute and during 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 continuance of an Event of Default payment and without notice or demand of any kind, (a) notify the obligor on or issuer of any Collateral to make payment delivery directly to Secured Party of any amounts due or distributable thereon; (b) in such Obligor's name or all proceeds, production, and payments assigned hereunder. Debtors hereby authorize and direct that, upon the request of Secured Party's name, enforce collection all pipeline companies, purchasers, transporters and other parties now or hereafter purchasing Hydrocarbons produced from or allocated or attributed to the Collateral or any other interest of any Collateral Debtors (whether now owned or hereafter acquired by suit operation of law or otherwise), in, to or surrender, release relating to the Land or exchange all or to any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold any increase estates, property, rights or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied other interests included in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Obligors. For clarity, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with thereof, or now or hereafter having in their possession or control any production from or allocated to the provisions of this Agreement, the Loan Agreement Collateral or any other Loan Document; providedinterest of Debtors (whether now owned or hereafter acquired by operation of law or otherwise), howeverin, 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 Debtors 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. Debtors agree that no vote 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 castbinding upon Debtors and their 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 no consent any party paying or delivering proceeds, production or amounts to Secured Party under such assignments shall be given released thereby from any and all liability to Debtors to the full extent and amount of all payments, production or action takenproceeds so delivered. Debtors agrees to indemnify and hold harmless any and all parties making payments to Secured Party, which would at the request of the Secured Party under the assignment of production and proceeds contained herein, against any and all liabilities, actions, claims, judgments, costs, charges and attorneys' fees and legal expenses resulting from the delivery of such payments to Secured Party. The indemnity agreement contained in the previous sentence is made for the direct benefit of and shall be enforceable by all such persons and shall survive the termination of this Instrument. 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 effect of impairing the position or interest of Secured Party right to bring any such suit), it may sxx either in respect of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole its own name or in partthe name of Debtors, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuerboth.

Rights of Secured Party. Each Obligor agrees that The extent permitted by applicable law, Debtor ----------------------- hereby appoints Secured Party mayas Debtor's attorney-in-fact to do any act which Debtor is obligated by this Agreement to do, to exercise all rights, voting and otherwise, of Debtor in the Collateral, and to do all things deemed necessary by Secured Party and to perfect the Security Interest and to preserve, collect, enforce and protect the Collateral and any insurance proceeds hereunder, all at Debtor's cost. Whether or not an event of default has occurred, the right is expressly granted to the Secured Party to the extent permitted by applicable law, at its discretion: whether or not any time after of the occurrence and during Indebtedness be due, in its name or in the continuance name of an Event of Default and without notice the Debtor or demand otherwise, to notify any account debtor or the obligor of any kind, (a) notify the obligor on or issuer of any Collateral instrument to make payment to the Secured Party, demand, sue for, collect or receive any money or property, at any time, payable or receivable on account of or in exchange for, or make any compromise or settlement deemed desirable by the Secured Party of with resect to, any amounts due or distributable thereon; (b) in such Obligor's name or Secured Party's name, enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold any increase or profits received from , but shall be under no obligation to do so, and/or the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied in reduction of the Obligations, in such order of application as Secured Party may determineextend the time of payment, arrange for payment in installments or otherwise modify the terms of, or be remitted to Obligors. For clarityrelease any of the Collateral without thereby incurring responsibility to, so long as no Event of Default has occurred and is continuingor discharging or otherwise affecting any liability of, the applicable Obligor Debtor. At any time the Secured Party may assign, transfer and/or deliver to any transferee of any of the Indebtedness any or all of the Collateral, and thereafter the Secured Party shall have the right, be fully discharged from time to time, to vote and give consents all responsibility with respect to the Collateral so assigned, transferred and/or delivered. Such transferee shall be vested with all the powers and right of the Secured Party hereunder with respect to such Collateral, or any part thereof for all purposes not inconsistent with but the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Secured Party in shall retain all rights and powers hereby given with respect to any of the Collateral not so assigned, transferred or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuerdelivered.

Rights of Secured Party. Each Obligor agrees that Secured Party may, at any time after the occurrence and during the continuance of (a) If an Event of Default shall occur and be continuing, then all such Pledged Interests at Secured Party’s option, shall be registered in the name of Secured Party (if not already so registered) or its nominee, and Secured Party or its nominee may thereafter exercise (i) all voting, and all limited liability company and other rights pertaining to the Pledged Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Interests as if it were the absolute owner thereof (including, without notice limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or demand other fundamental change in the organizational structure of any kind, (a) notify the obligor on Issuers or issuer of any Collateral to make payment to upon the exercise by Pledgor or Secured Party of any amounts due right, privilege or distributable thereon; option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, 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. (b) in such Obligor's name The rights of Secured Party under this Agreement shall not be conditioned or contingent upon the pursuit by Secured Party's name, enforce collection Party of any Collateral by suit right or otherwise, remedy against Pledgor or surrender, release against any other Person which may be or exchange become liable in respect of all or any part of itthe Secured Obligations or against any other security therefor, guarantee thereof or compromise, extend or renew right of offset with respect thereto. Secured Party shall not be liable for any period failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation evidenced by to sell or otherwise dispose of any Collateral upon the Collateral; request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) receive all proceeds Upon satisfaction in full of the Collateral; Secured Obligations, Secured Party’s rights under this Pledge Agreement shall terminate and Secured Party shall (i) execute and deliver to Pledgor UCC-3 termination statements or similar documents and agreements to terminate all of Secured Party’s rights under this Agreement and (ii) promptly deliver to Pledgor (A) any and all limited liability company certificates representing Pledged Interests that were delivered to Secured Party and (B) any other Collateral in Secured Party’s possession or under its control. (d) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shallPledgor also authorizes Secured Party, at Secured Party's option, be applied in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Obligors. For clarity, so long as no Event of Default has occurred any time and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents execute, in connection with the sale provided for in Sections 8 or 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Secured Party hereunder are solely to protect Secured Party’s interest in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Secured Party shall be responsible to Pledgor for any part thereof act or failure to act hereunder, except with respect to its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for all purposes not inconsistent with by the provisions terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest expenses of Secured Party incurred in respect of connection with such performance or compliance, together with interest at the Collateral or which would authorizedefault rate if such expenses are not paid on demand, effect or consent shall be payable by Pledgor to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party on demand and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuershall constitute obligations secured hereby.

Rights of Secured Party. Each Obligor Pledgor agrees that Secured Party may, may at any time time, whether before or after the occurrence and during the continuance of an Event of Default and without notice or demand of any kind, (ai) notify the obligor on or issuer of any Collateral to make payment to Secured Party of any amounts due or distributable thereon; , (bii) in such ObligorPledgor's name or Secured Party's name, name enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; , (ciii) receive all proceeds of the Collateral; , and (div) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to ObligorsDebtor. For clarityTHIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2 HEREOF, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Secured Party in respect of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuer.ALL OF WHICH ARE MADE A PART HEREOF. PLEDGOR'S NAME: INDEPENDENT FINANCIAL CORP. BY: /S/ MICHAEL D. JARRETT ---------------------- TITLE: XXXX XXXXXXXXX XY:__________________________ TITLE:_______________________ ADDITIONAL PROVISIONS

Rights of Secured Party. Each Obligor agrees Secured Party shall have the immediate and continuing right to demand, collect, receive and receipt for all production, proceeds and payments assigned hereunder, and Secured Party is hereby appointed agent and attorney-in-fact of Debtors (which appointment is coupled with an interest and is irrevocable) for the purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Secured Party maydeems necessary in order for Secured Party to collect and receive such production, at any time after proceeds and payments. In addition, Xxxxxxx agree that, upon the occurrence request of Secured Party, they will promptly execute and during 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 continuance of an Event of Default payment and without notice or demand of any kind, (a) notify the obligor on or issuer of any Collateral to make payment delivery directly to Secured Party of any amounts due or distributable thereon; (b) in such Obligor's name or all proceeds, production, and payments assigned hereunder. Debtors hereby authorize and direct that, upon the request of Secured Party's name, enforce collection all pipeline companies, purchasers, transporters and other parties now or hereafter purchasing Hydrocarbons produced from or allocated or attributed to the Collateral or any other interest of any Collateral Debtors (whether now owned or hereafter acquired by suit operation of law or otherwise), in, to or surrender, release relating to the Refining Facilities or exchange all or to any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold any increase estates, property, rights or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied other interests included in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Obligors. For clarity, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with thereof, or now or hereafter having in their possession or control any production from or allocated to the provisions of this Agreement, the Loan Agreement Collateral or any other Loan Document; providedinterest of Debtors (whether now owned or hereafter acquired by operation of law or otherwise), howeverin, to or relating to the Refining Facilities 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 Debtors 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. Debtors agree that no vote 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 castbinding upon Debtors and their 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 no consent any party paying or delivering proceeds, production or amounts to Secured Party under such assignments shall be given released thereby from any and all liability to Debtors to the full extent and amount of all payments, production or action takenproceeds so delivered. Debtors agree to indemnify and hold harmless any and all parties making payments to Secured Party, which would at the request of the Secured Party under the assignment of production and proceeds contained herein, against any and all liabilities, actions, claims, judgments, costs, charges and attorneys' fees and legal expenses resulting from the delivery of such payments to Secured Party. The indemnity agreement contained in the previous sentence is made for the direct benefit of and shall be enforceable by all such persons and shall survive the termination of this Instrument. 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 effect of impairing the position or interest of Secured Party right to bring any such suit), it may sue either in respect of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole its own name or in partthe name of Debtors, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuerboth.

Rights of Secured Party. Each Obligor agrees Secured Party shall have the immediate and continuing right to demand, 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 purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Secured Party maydeems necessary in order for Secured Party to collect and receive such production, at any time after proceeds and payments. In addition, Debtor agrees that, upon the occurrence request of Secured Party, it will promptly execute and during 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 continuance of an Event of Default payment and without notice or demand of any kind, (a) notify the obligor on or issuer of any Collateral to make payment delivery directly to Secured Party of any amounts due or distributable thereon; (b) in such Obligor's name or all proceeds, production, and payments assigned hereunder. Debtor hereby authorizes and directs that, upon the request of Secured Party's name, enforce collection 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 the Collateral or any other interest of any Collateral Debtor (whether now owned or hereafter acquired by suit operation of law or otherwise), in, to or surrender, release relating to the Land or exchange all or to any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (c) receive all proceeds of the Collateral; and (d) hold any increase estates, property, rights or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied other interests included in reduction of the Obligations, in such order of application as Secured Party may determine, or be remitted to Obligors. For clarity, so long as no Event of Default has occurred and is continuing, the applicable Obligor shall have the right, from time to time, to vote and give consents with respect to the Collateral, or any part thereof for all purposes not inconsistent with thereof, or now or hereafter having in their possession or control any production from or allocated to the provisions of this Agreement, the Loan Agreement Collateral or any other Loan Document; providedinterest of Debtor (whether now owned or hereafter acquired by operation of law or otherwise), howeverin, 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 no vote 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 castbinding 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 no consent any party paying or delivering proceeds, production or amounts to Secured Party under such assignments shall be given released thereby from any and all liability to Debtor to the full extent and amount of all payments, production or action takenproceeds so delivered. Debtor agrees to indemnify and hold harmless any and all parties making payments to Secured Party, which would at the request of the Secured Party under the assignment of production and proceeds contained herein, against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees and legal expenses resulting from the delivery of such payments to Secured Party. The indemnity agreement contained in the previous sentence is made for the direct benefit of and shall be enforceable by all such persons and shall survive the termination of this Instrument. 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 effect of impairing the position or interest of Secured Party right to bring any such suit), it may sxx either in respect of the Collateral or which would authorize, effect or consent to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole its own name or in partthe name of Debtor, of an Issuer; (ii) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for liens in favor of Secured Party and the Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of an Issuer or the issuance of any additional shares of its capital stock; or (v) the alteration of the voting rights with respect to the capital stock of an Issuerboth.