SECURITY AGREEMENT
This Security Agreement (the "Agreement") is made as of April 23,
2007, by and among TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland
corporation (the "Debtor"), whose chief executive office is located at
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇; the BANKS
participating in (and as the term "Banks" is defined in) that certain
Credit Agreement dated April 23, 2007 (as amended, renewed, restated, replaced,
consolidated or otherwise modified from time to time, the "Credit
Agreement") among the Debtor and the Banks; and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as agent for the Banks hereunder
(in such capacity, the "Collateral Agent").
Preliminary Statements
(a) The Banks may now or hereafter extend credit to the Debtor pursuant to
the Credit Agreement. Capitalized terms used and not defined in this Agreement
have the meanings given to them in the Credit Agreement.
(b) To induce the Banks to extend credit to the Debtor pursuant to the
Credit Agreement, the Debtor has agreed to grant to the Collateral Agent, for
the equal, ratable benefit of the Banks, a security interest in certain of the
Debtor's existing and future property to secure all of Debtor's existing and
future obligations to the Banks, including, without limitation, all of its
obligations under the Credit Agreement, the Notes and the other Credit
Documents.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Debtor, the parties agree as
follows:
1. Appointment. The Banks hereby appoint the Collateral Agent to act as a
secured party, agent and custodian for the exclusive benefit of the Banks with
respect to the Collateral. The Collateral Agent hereby accepts such appointment
and agrees to maintain and hold all Collateral at any time delivered to it as a
secured party, agent and custodian for the exclusive benefit of the Banks.
2. Security Interest. The Debtor grants to the Collateral Agent for the
equal, ratable benefit of the Banks a security interest in all of the Debtor's
right, title and interest in and to the following, property, whether such
property or the Debtor's right, title or interest therein or thereto is now
owned or existing or hereafter acquired or arising and wherever such property
may now or hereafter be located (collectively, the "Collateral"):
(a) all investment property, including, without limitation, securities
account number 19-9236 (together with any related or replacement
account, the "Securities Account") held at the Collateral Agent or any
successor (in such capacity, the "Securities Intermediary") and all
security entitlements and all other financial assets at any time
relating thereto, together with all dividends and other distributions
in respect of the foregoing; and
(b) all instruments, accounts and general intangibles; and
(c) all proceeds of the foregoing.
3. Obligations Secured. The security interest above secures the payment and
performance of all obligations of the Debtor to the Collateral Agent and the
Banks, whether such obligations are existing, future, direct, indirect,
acquired, monetary, nonmonetary, liquidated, unliquidated, joint, several,
joint and several, contingent or otherwise, and however created, incurred or
arising, and all replacements, renewals, amendments and other modifications
thereof, including, without limitation, all principal, interest, fees, expenses
and other amounts, if any, owing at any time under the Credit Agreement, the
Notes, this Agreement or other Credit Documents (collectively, the
"Obligations").
4. Lien Perfection and Protection. In addition to any representations and
warranties of the Debtor set forth in the Credit Agreement, which are
incorporated herein by this reference, the Debtor represents, warrants and
covenants to the Collateral Agent and the Banks that: (a) the Debtor is the sole
owner and entitlement holder of the Securities Account listed on Exhibit A and
is the only Person who has any right to withdraw or to sell, transfer or
otherwise dispose of any monies, security entitlements or other assets in the
Securities Account, except for each Bank's rights under this Agreement and the
Control Agreement; (b) attached hereto as Exhibit A is a true and accurate
statement reflecting all of the assets held in the Securities Account as of the
date indicated on such statement; (c) the Debtor's full legal name is correctly
stated in the first paragraph of this Agreement; (d) the Debtor is a corporation
organized under the laws of Maryland; (e) the Debtor's chief executive office is
located at the address given for the Debtor in the first paragraph of this
Agreement; (f) the Debtor's organizational identification number is
___________________; (g) the Debtor will take such action or cause others to
take such action as is necessary for the Collateral Agent to obtain control
under Article 8 and Article 9 of the applicable Uniform Commercial Code of any
Collateral at any time consisting of investment property; (h) if any Collateral
at any time consists of promissory notes or other instruments or tangible
chattel paper, the Debtor shall promptly deliver possession of such promissory
notes, other instruments and tangible chattel paper to the Collateral Agent
together with such endorsements thereto as the Collateral Agent may request; (i)
if any Collateral is in the possession of a third party at any time, the Debtor
will join with the Collateral Agent in notifying the third party of the
Collateral Agent's and each Bank's security interest and obtaining an
acknowledgment from the third party that it is holding the Collateral for the
benefit of the Collateral Agent and the Banks; (j) if any Collateral at any time
is of a type that compliance with any statute, regulation or treaty of the
United States is a condition to attachment, perfection or priority of, or the
Collateral Agent's ability to enforce each Bank's security interest in the
Collateral, the Debtor shall execute and deliver such assignments and other
documentation and authorize such filings as the Collateral Agent may request in
respect thereof; (k) no notice to, consent of or approval by any Person,
including, without limitation, any issuer of any Collateral or any governmental
authority, is necessary for the Debtor to enter into the transactions described
in this Agreement or for the Collateral Agent to exercise any of its rights or
remedies described in this Agreement, except to the extent the Collateral Agent
or any Bank is obligated under applicable law to give any notice to the Debtor
in connection with any foreclosure or other disposition of the Collateral.
5. Good Title; No Other Liens. The Debtor represents and warrants to the
Collateral Agent and the Banks that the Debtor owns the Collateral and that the
Collateral Agent and the Banks have a perfected first priority security interest
in the Collateral free and clear of any Liens, except for Permitted Liens.
6. Protection of Collateral; Collateral Agent's Rights. The Debtor will:
(a) maintain possession of the Collateral at all times (except for such
Collateral as is to be delivered to the Collateral Agent pursuant to the terms
hereof) and defend the Debtor's title to the Collateral and the Collateral
Agent's and the Banks' security interest therein against the claims of all other
persons; (b) not use, or permit the Collateral to be used, in violation of any
law; (c) not create or permit any security interest in or other Lien upon any
part of the Collateral, except for Permitted Liens; (d) not sell or otherwise
transfer or dispose of any Collateral or any interest of the Debtor therein
(except that, so long as no Event of Default is in effect, (i) the Debtor may
sell security entitlements held in the Securities Account provided that the
proceeds thereof (net of customary brokerage commissions) are promptly credited
to the Securities Account, and (ii) the Debtor may make cash distributions from
the Securities Account to pay operating
Security Agreement - Page 2
expenses incurred in the ordinary course of the Debtor's business); (e) pay when
due all taxes and assessments on the Collateral; and (f) deliver to the Agent
such schedules or reports describing the Collateral and its value and such other
information regarding the Collateral as the Collateral Agent may reasonably
request from time to time. The Debtor authorizes the Collateral Agent to file of
record such Uniform Commercial Code financing statements and other documents and
to take such other action, in each case whether in the name of the Collateral
Agent, the Banks or the Debtor (and, in such event, the Debtor grants to the
Collateral Agent an irrevocable power of attorney to sign such documents and
take such actions in the Debtor's name), in all cases as the Collateral Agent so
elects in its discretion to perfect the security interest granted or purported
to be granted pursuant to this Agreement or to otherwise assure the Collateral
Agent with respect to the Collateral Agent's and the Banks' rights and remedies
granted or purported to be granted hereunder or otherwise available at law or in
equity.
7. No Liens; No Termination or Transfer of Securities Account. Without
limiting any other provision of this Agreement, the Debtor shall not grant or
suffer to exist any security interest in, claim or other Lien on any Collateral
(including, without limitation, the Securities Account) to secure any
Obligations except for Permitted Liens. The Debtor shall not terminate or take
any action to terminate the Securities Account or, except as otherwise provided
herein, transfer or take any action to transfer any assets therein in each case
without obtaining the Collateral Agent's prior written consent, which consent
may be withheld or conditioned in the Collateral Agent's sole and absolute
discretion.
8. Collateral Agent's Remedies Upon Default. If an Event of Default is in
effect, the Collateral Agent, at its sole option, and in addition to all rights
and remedies available under the Credit Documents, may: (a) declare all or any
of the Obligations to be immediately due and payable by giving notice thereof to
the Debtor, whereupon such Obligations shall become immediately due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby waived by the Debtor; (b) take immediate possession of the
Collateral; (c) sell or otherwise dispose of all or any Collateral in its then
condition, at public or private sale or sales in lots or in bulk, all as the
Collateral Agent in its sole discretion deems advisable, or realize on the
Collateral through direct collection to the extent permitted by applicable law;
and (d) exercise any other rights or remedies available at law, in equity or by
agreement.
9. Foreclosure Sales. The Debtor agrees that at least 10 days written
notice to the Debtor at the Debtor's address above of any public or private
foreclosure sale or other disposition of any Collateral shall be reasonable
notice thereof, and that any such sale may be at such locations as the
Collateral Agent may designate in such notice. All public or private foreclosure
sales may be adjourned from time to time by giving oral notice thereof at the
time and place of such sale or in such other manner permitted by applicable law.
The Collateral Agent shall have the right to sell, lease or otherwise dispose of
any Collateral for cash, credit, or any combination thereof, and the Collateral
Agent or any Bank may purchase all or any part of the Collateral at any public
sale or, if permitted by law, any private sale, and, in lieu of actual payment
of such purchase price, the Collateral Agent may setoff and credit the amount of
such price against the Obligations without impairing the Debtor's or any other
party's liability for any deficiency in respect thereof. The proceeds realized
from any sale of any Collateral may be applied, after the Collateral Agent is in
receipt of good funds, as follows: (a) first, to the Collateral Agent, for all
reasonable costs and expenses, including, without limitation, reasonable
attorneys' fees and expenses, incurred by the Collateral Agent for collection,
removal, storage, processing, protection, insurance, demonstration, sale or
delivery of the Collateral, and for any other Obligations constituting costs or
expenses; (b) second, to the Collateral Agent for payment of any fees or
expenses due, under the Credit Agreement, to the Collateral Agent; (c) third, to
the Collateral Agent for payment to the account for each Bank, in accordance
with its Pro-Rata Share, for any Obligations constituting interest; (d) fourth,
to the Collateral Agent for payment to the account for each Bank, in accordance
with its Pro-Rata Share, for any Obligations constituting principal; (e) fifth,
to the Collateral Agent for payment to the account of each
Security Agreement - Page 3
Bank, in its Pro-Rata Share, for any Obligations not included in (a) through (d)
above; and (f) sixth and finally, to any other party, to the extent it is
lawfully entitled to any remaining proceeds. If any deficiency remains after any
foreclosure sale, the Debtor and any guarantor shall remain jointly and
severally liable for such deficiency.
10. Accounts; Power of Attorney. If any Collateral consists of accounts,
instruments, general intangibles, chattel paper or investment property, the
Debtor irrevocably appoints the Collateral Agent, so long as any Event of
Default is in effect, as the Debtor's agent and attorney-in-fact to collect,
enforce, compromise, release and generally exercise all of the Debtor's rights
and remedies in respect of such Collateral and any proceeds of the foregoing,
and to endorse any checks or other items of payment in respect of such
Collateral which come into the Collateral Agent's possession or control, in any
case either in the name of the Debtor or in the name of the Collateral Agent.
11. Expenses; Collateral Agent May Perform; Indemnification.
(a) Upon demand by the Collateral Agent, the Debtor shall pay to the
Collateral Agent the amount of all reasonable costs and expenses, including,
without limitation, reasonable attorneys' fees and expenses, which the
Collateral Agent incurs following an Event of Default in connection with (a) the
custody, preservation, use of, or the sale of, collection from or other
realization upon any of the Collateral, (b) the exercise or enforcement of any
of the Collateral Agent's or any Bank's rights under this Agreement, or (c) the
failure by the Debtor to pay, perform or observe any of the Debtor's obligations
under any of the Credit Documents or any other agreement to which the Collateral
Agent, the Banks and the Debtor are parties. So long as any Event of Default is
in effect, the Collateral Agent may, but shall not be obligated to, perform any
obligation of the Debtor under this Agreement if the same is not performed by
the Debtor in accordance with the terms hereof. The Debtor irrevocably appoints
the Collateral Agent as the Debtor's agent and attorney-in-fact, so long as any
Event of Default is in effect, to pay or perform any unpaid or unperformed
obligations of the Debtor under this Agreement. The Debtor indemnifies the
Collateral Agent, its agents, officers and employees from and against any and
all claims, losses and liabilities now or hereafter arising out of or relating
to this Agreement or any of the Obligations (including, without limitation,
enforcement of this Agreement and the Collateral Agent's exercise of its rights
and remedies hereunder), except for claims, losses or liabilities resulting
solely from the Collateral Agent's gross negligence or willful misconduct.
(b) The Collateral Agent shall not be responsible to any Bank for any
recitals, preliminary statements, representations or warranties contained herein
or in any other Credit Document; or for the execution, effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency of this
Agreement or any other Credit Document or instruments executed and delivered, or
which could have been executed and delivered, in connection with this Agreement
or the other Credit Documents, including without limitation, the attachment,
creation, effectiveness or perfection of the security interest granted or
purported to be granted hereunder in and to the Collateral. The Collateral Agent
shall be entitled to refrain from exercising any discretionary powers or actions
under this Agreement until the Collateral Agent shall have received the prior
written consent of all Banks to such action.
12. Securities Laws; Private Sales. The Debtor acknowledges that, because
all or part of the Collateral may not be registered under federal, state or
other securities laws (collectively, together with related federal, state or
other rules and regulations, "Securities Laws"), or because of the relationship
of the Debtor to the Collateral or the issuer of all or part of the Collateral,
or because of other facts or circumstances which may now or hereafter exist, the
Collateral Agent's or any Banks's legal or practical ability to foreclose on or
otherwise dispose of all or any part of the Collateral may be severely limited,
or subject to other restrictions, and that such limitations or restrictions may
materially and adversely affect the price at which, but for such limitations or
restrictions, the Collateral could have been sold and/or the
Security Agreement - Page 4
manner in which the Collateral could have been sold. Because of these
limitations and restrictions, the Debtor agrees that it shall be commercially
reasonable for the Collateral Agent to dispose of all or any part of the
Collateral by a private sale, even though there may be a public market for all
or part of the Collateral, and to dispose of all or part of the Collateral by
sale thereof to an investment bank, broker, market maker or other buyer, even
though such buyer may intend to resell all or part of the Collateral it
purchased at a price which exceeds the price paid by such buyer or keep such
Collateral for its own account, and even though the price obtained by virtue of
a private sale may be less than that that could be obtained by a public auction
or, if a public market exists for the Collateral, by sale thereof in such public
market.
13. Collateral Agent's Duties. The powers conferred on the Collateral Agent
under this Agreement are solely to protect the Collateral Agent's and each
Bank's interest in the Collateral and shall not impose any duty upon the
Collateral Agent to exercise any such powers. Except for the safe custody of any
Collateral in the Collateral Agent's possession and the accounting for monies
actually received by the Collateral Agent under this Agreement, the Collateral
Agent shall have no duty in respect of any Collateral nor shall the Collateral
Agent have any duty to take any steps to preserve any rights against any
Collateral or against any person.
14. Debtor Remains Liable. If any Collateral consists of contracts or
agreements, (a) the Debtor shall remain liable under such contracts or
agreements to the extent set forth therein to perform all of the Debtor's duties
thereunder to the same extent as if this Agreement had not been executed, (b)
the exercise by the Collateral Agent or any Bank of any of its rights under this
Agreement shall not release the Debtor from any of the Debtor's duties under any
such contracts or agreements, and (c) the Collateral Agent or any Bank shall not
have any obligation or liability under such contracts or agreements by reason of
this Agreement, nor shall the Collateral Agent or any Bank be obligated to
perform any of the duties of the Debtor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.
15. Standards for Exercising Rights and Remedies. To the extent that
applicable law imposes duties on the Collateral Agent to exercise remedies in a
commercially reasonable manner, the Debtor acknowledges and agrees that it is
not commercially unreasonable for the Collateral Agent (a) to fail to incur
expenses reasonably deemed significant by the Collateral Agent to prepare
Collateral for disposition; (b) to fail to obtain third-party consents for
access to Collateral to be disposed of, or to obtain or, if not required by
other law, to fail to obtain governmental or third-party consents for the
collection or disposition of Collateral to be collected or disposed of; (c) to
fail to exercise collection remedies against account debtors or other persons
obligated on Collateral or to fail to remove liens or encumbrances on or any
adverse claims against Collateral; (d) to exercise collection remedies against
account debtors and other persons obligated on Collateral directly or through
the use of collection agencies and other collection specialists; (e) to
advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature; (f) to
contact other persons, whether or not in the same business as the Debtor, for
expressions of interest in acquiring all or any portion of the Collateral; (g)
to hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the Collateral is of a specialized nature; (h) to
dispose of Collateral by utilizing internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable
capability of doing so, or that match buyers and sellers of assets; (i) to
dispose of assets in wholesale rather than retail markets; (j) to disclaim
disposition warranties; (k) to purchase insurance or credit enhancements to
insure the Collateral Agent and the Banks against risks of loss, collection or
disposition of Collateral or to provide to the Collateral Agent and/or the Banks
a guaranteed return from the collection or disposition of Collateral; or (l) to
obtain the services of brokers, investment bankers, consultants and other
professionals to assist the Collateral Agent in the collection or disposition of
any of the Collateral. The Debtor acknowledges that the purpose of this Section
is to provide nonexhaustive
Security Agreement - Page 5
indications of what actions or omissions by the Collateral Agent or any Bank
would fulfill the Collateral Agent's or any Bank's duties under the Uniform
Commercial Code or other law of any relevant jurisdiction in the Collateral
Agent's or each Bank's exercise of remedies against the Collateral and that
other actions or omissions by the Collateral Agent or the Banks shall not be
deemed to fail to fulfill such duties solely on account of not being indicated
in this Section. Without limiting the foregoing, nothing in this Section shall
be construed to grant any rights to the Debtor or to impose any duties on the
Collateral Agent or any Bank that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this Section.
16. Collateral Agent's Right to Monitor Securities Account. The Debtor
irrevocably authorizes the Collateral Agent at all times to monitor all aspects
of the Securities Account (including, without limitation, the identity and value
of the financial assets held therein and all trading and other transactions
affecting the Securities Account) by such online or other electronic means as
may be provided by the Securities Intermediary from time to time. The Debtor
irrevocably authorizes and instructs the Securities Intermediary to make such
information and means of access available to the Collateral Agent at all times,
and the Debtor hereby indemnifies the Securities Intermediary for any loss,
damage or expense the Securities Intermediary may incur at any time in
connection therewith, except for any such loss, damage or expense arising out of
the Securities Intermediary's gross negligence or willful misconduct. The
Securities Intermediary shall be a third-party beneficiary of this Section and
shall be entitled to rely on its provisions without further action on any
Person's part.
17. Removal or Resignation of Collateral Agent.
(a) Subject to the appointment and acceptance of a successor Collateral
Agent as provided below, the Collateral Agent may resign at any time by giving
notice thereof to the Banks and the Debtor, and the Collateral Agent may be
removed at any time with or without cause by the Required Banks. Upon any such
resignation or removal, the Required Banks shall have the right to appoint a
successor Collateral Agent with the consent of Debtor. If no such successor
Collateral Agent shall have been so appointed by the Required Banks and shall
have accepted such appointment within 30 days after the retiring Collateral
Agent's giving of notice of resignation or the Required Banks' removal of the
retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of
the Banks, appoint a successor Collateral Agent with the consent of Debtor. Upon
the acceptance or any appointment as Collateral Agent hereunder by a successor
Collateral Agent, such successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent, and the retiring Collateral Agent shall be discharged from its
duties and obligations hereunder. After any retiring Collateral Agent's
resignation or removal hereunder as Collateral Agent, the provisions of this
Section 17 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Collateral Agent
hereunder.
(b) Upon the effective date of any such removal or resignation of the
Collateral Agent hereunder, the Collateral Agent shall promptly deliver the
Collateral then held by it and any and all books and records (or copies thereof)
relating thereto, to such person including, without limitation, any of the
Banks, as the Required Banks may direct in writing.
18. Cumulative Rights. The rights, powers and remedies of the Collateral
Agent under this Agreement shall be in addition to all rights, powers and
remedies given to the Banks by virtue of statute or rule of law, the Credit
Documents or any other agreement, all of which rights, powers and remedies shall
be cumulative and may be exercised successively or concurrently without
impairing the Collateral Agent's security interest in the Collateral.
Security Agreement - Page 6
19. Further Assurances. The Debtor agrees to execute and deliver such
documents and to take such other action as the Collateral Agent may reasonably
request from time to time to evidence or further protect or preserve the
Collateral Agent's and the Banks' rights granted or intended to be granted
hereby.
20. Governing Law; Consent to Forum; Waiver of Jury Trial. This Agreement
shall be governed by the laws of the State of Kansas without regard to any
choice of law rule thereof which gives effect to the laws of any other
jurisdiction. As part of the consideration for new value this day received, the
Debtor consents to the jurisdiction of any state court located in ▇▇▇▇▇▇▇
County, Kansas or any federal court located in Wyandotte County, Kansas
(collectively, the "Chosen Forum"), and agrees that all service of process upon
the Debtor may be made by certified or registered mail directed to the Debtor at
the Debtor's last known address, as reflected in the Collateral Agent's records,
and service so made shall be deemed to be completed upon delivery thereto. The
Debtor waives any objection to jurisdiction and venue of any action instituted
against the Debtor as provided herein and agrees not to assert any defense based
on lack of jurisdiction or venue. The Debtor further agrees not to assert
against the Collateral Agent or any Bank (except by way of a defense or
counterclaim in a proceeding initiated by the Collateral Agent or any Bank) any
claim or other assertion of liability relating to any of the Credit Documents,
the Obligations, the Collateral or the Collateral Agent's or any Bank's actions
or inactions in respect of any of the foregoing in any jurisdiction other than
the Chosen Forum. To the fullest extent permitted by law, and as separately
bargained for consideration to the Collateral Agent and the Banks, the Debtor
waives any right to trial by jury (which the Collateral Agent and the Banks also
waive) in any action, suit, proceeding or counterclaim of any kind arising out
of or otherwise relating to any of this Agreement, the other Credit Documents,
the Obligations, the Collateral or the Collateral Agent's or the Banks' actions
or inactions in respect of any of the foregoing.
21. Miscellaneous. No amendment or waiver of any provision of this
Agreement nor consent to any departure by the Debtor herefrom shall be effective
unless the same shall be in writing and signed by the Collateral Agent, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. The section headings herein are solely for
convenience and shall not be deemed to limit or otherwise affect the meaning or
scope of any part of this Agreement. This document shall be construed without
regard to any presumption or rule requiring construction against the party
causing such document or any portion thereof to be drafted. If any provision of
this Agreement shall be unlawful, then such provision shall be null and void,
but the remainder of this Agreement shall remain in full force and effect and be
binding on the parties. This Agreement shall be binding upon the successors and
assigns of the parties, except that the Debtor may not assign any of the
Debtor's duties hereunder without obtaining the Collateral Agent's prior written
consent, which consent may be withheld in the Collateral Agent's sole and
absolute discretion. The Collateral Agent or any Bank may assign any of their
rights under this Agreement or any of the Obligations without the consent of the
Debtor. This Agreement may be validly executed and delivered by fax or other
electronic transmission and in one or more counterpart signature pages.
[signature page to follow]
Security Agreement - Page 7
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date written above.
TORTOISE CAPITAL RESOURCES CORPORATION,
the Debtor
By:___________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as
Collateral Agent and a Bank
By:_____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Security Agreement - Signature Page
Exhibit A
(see attached Securities Account statement)