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 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. MARK XXXXX XXXXXXXX --------------------------------------- Pledgor's Name By /s/ MARK XXXXX XXXXXXXX ------------------------------------- MARK XXXXX XXXXXXXX Title: PRESIDENT --------------------------------- By ------------------------------------- Title: ---------------------------------

Rights of Secured Party. Each Obligor agrees that Pledgor hereby appoints Secured Party as Pledgor's attorney-in-fact to do any act which rights, voting and otherwise, of Pledgor in the Collateral (including, but not limited to, the right to receive, on behalf of Pledgor, any and all payments due Pledgor by virtue of Pledgor's ownership interest in and to the Collateral), and to do all things deemed reasonably necessary by Secured Party to perfect the Security Interest and preserve, collect, enforce and protect the Collateral and any insurance proceeds hereunder, all at Pledgor's cost and without any obligation on Secured Party to so act, including, but not limited to, transferring title into the name of Secured Party, or its nominee, or receipting for, settling, or otherwise realizing upon the Collateral. Secured Party may, at any time after in its discretion, require Pledgor to give possession or control of 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; endorse as Pledgor's nameagent any instruments, enforce collection of any Collateral by suit or otherwisedocuments, 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 accounts 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, contact account debtors directly to verify or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Documentcollect accounts; 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 take control of the Collateral or which would authorizeproceeds thereof, effect or consent and use cash proceeds to (unless and to the extent not prohibited by this Agreement or by the Loan Agreement or reduce 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 part of the assets Indebtedness; it being understood that Secured Party shall not be responsible for any depreciation in value of an Issuer, except the Collateral or for liens in favor preservation of any rights against prior parties. The foregoing rights and powers of Secured Party shall be in addition to, and not a limitation upon, any rights and powers of Secured Party given herein or by law, custom, or otherwise. The two Notes described in SECTION 1 above 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 rights of the voting rights two Secured Parties and Nathan shall be equivalent and treated PARI PASSU for all purposes axx xx accordance with respect to an intercreditor agreement by and between the capital stock two Secured Parties of an Issuereven date herewith.

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 (w) If an Event of Default shall occur and be continuing, Secured Party shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Interests and make application thereof to the Obligations, 8 in such order as Secured Party, in its sole discretion (exercised at the direction of the Required Holders), may elect, in accordance with the Note Documents. 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 or its nominee (if not already so registered), and Secured Party or its nominee may thereafter exercise (i) all voting, and all corporate, limited liability company or partnership, as applicable, 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 kindPropCo, (a) notify or upon the obligor on exercise by Pledgor or issuer of any Collateral to make payment to Secured Party of any amounts due right, privilege or distributable thereon; (b) option pertaining to such Pledged Interests, and 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 continuingconnection therewith, the applicable Obligor shall have the right, from time right to time, to vote deposit and give consents with respect to the Collateral, or deliver 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 IssuerPledged 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 liens in favor of property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option and the Permitted Liens; (iv) shall not be responsible for any change failure to do so or delay 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 Issuerso doing.

Rights of Secured Party. Each Obligor agrees that Upon the occurrence of a Default, Secured Party may, at its option, do any time after one or more of the occurrence and during the continuance of an Event of Default and without notice or demand of any kind, following: (a) notify the obligor on or issuer declare all indebtedness of any Collateral to make payment Pledgor to Secured Party of any amounts to be immediately due or distributable thereonand payable, whereupon all unpaid principal and interest on the Promissory Note shall become and be immediately due and payable; (b) in such Obligor's name or Secured Party's name, enforce collection exercise any and all of any Collateral by suit or otherwise, or surrender, release or exchange all or any part the rights and remedies of it, or compromise, extend or renew a secured party as provided for any period any obligation evidenced by the CollateralCalifornia Commercial Code; (c) receive all proceeds proceed by an action or actions at law or in equity to recover the indebtedness secured hereby or to foreclose this Agreement and sell the collateral, or any portion thereof, pursuant to a judgment or decree of the Collaterala court or courts of competent jurisdiction; and (d) hold proceed immediately to have any increase or profits received from all of the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at Pledged Stock registered in 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 name or in part, the name of an Issuera nominee; (iie) the consolidation or merger of an Issuer with any other entity; (iii) the sale, disposition or encumbrance of exercise 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 Pledged Stock and all other corporate rights, including any rights of an Issuerconversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Secured Party were the absolute owner thereof, including, without limitation, the right to exchange any or all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgor; (f) enforce one or more remedies hereunder, successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Pledged Stock, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the Pledged Stock, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of Secured Party's offices or elsewhere, at such prices and on such terms as Secured Party may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of Secured Party or any purchaser to purchase at any such sale either the whole or any part of the Pledged Stock (in connection with any such sale or disposition, Secured Party need not give more than thirty (30) calendar days notice of the time and place of any public sale or of the time after which a private sale may take place, which notice Pledgor hereby acknowledges to be reasonable).

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 Secured Party may, at any time after the occurrence and during the continuance of (a) If an Event of Default and without notice or demand of any kindshall occur, (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 right to time, to vote receive any and give consents with respect to the Collateral, all cash dividends 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 distributions thereafter paid in respect of the Collateral or which would authorize, effect or consent to (unless and make application thereof to the extent not prohibited by this Agreement Obligations of Pledgor under the Promissory Note, in such order as Secured Party, in its sole discretion, may elect. If an Event of Default shall occur, then all such Pledged Membership Interests at Secured Party’s option shall be registered in the name of Secured Party or by the Loan Agreement its nominee or any other Loan Document): its designee, and Secured Party or its nominee or its designee may thereafter exercise (i) all voting, and all Company and other rights, as applicable pertaining to the dissolution or liquidationPledged Membership Interests and/or other Collateral, in whole or in part, of an Issuer; and (ii) the consolidation or merger any and all rights of an Issuer with conversion, exchange, and subscription and any other entity; rights, privileges or options pertaining to such shares of the Pledged Membership Interests and/or other Collateral as if it were the absolute owner thereof (iii) including, without limitation, the saleright to exchange at its discretion any and all of Pledged Membership Interests and/or other Collateral as applicable upon the merger, disposition consolidation, reorganization, recapitalization or encumbrance other fundamental change in the organizational structure of all the Company, or substantially 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 assets of an IssuerPledged Membership Interests and/or other Collateral 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 liens in favor of property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option and the Permitted Liens; (iv) shall not be responsible for any change failure to do so or delay 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 Issuerso doing.

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.

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.