Common use of Amendments to the Pledge Agreement Clause in Contracts

Amendments to the Pledge Agreement. The following sections of the Pledge Agreement shall be amended as follows: (a) The introduction of the Pledge Agreement is hereby deleted in its entirety and replaced with the following: “THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 30, 2012 (the “Effective Date”), is by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX 1991 TRUST (“Purchaser”). All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Schedule 3 attached hereto, and if not defined therein, the meanings set forth in the First Purchase Agreement (as defined hereinafter) unless otherwise stated.” (b) Recitals A, B, C, D, E and F of the Pledge Agreement are hereby deleted in their entirety and the following shall be substituted in place thereof: A. Previously, Debtor granted to Purchaser, among other parties, as secured party, a security interest in certain of its property and assets, including a pledge of 100% of the stock of its Subsidiaries, pursuant to that certain Pledge and Security Agreement dated as of November 10, 2011 (the “Original Agreement”). B. Under the terms of the First Purchase Agreement, Debtor has agreed to amend and restate the Original Agreement to, among other things, grant to Purchaser, as secured party, a security interest in certain of its property and assets as set forth herein, including a pledge of 100% of ownership interests in all of its Subsidiaries, including without limitation, the Select Securities and the TVOG Securities. C. As a condition precedent to issuance of the First Note, the Debtor is required to execute and deliver this Agreement.” (c) Section 5(b)(iv) of the Pledge Agreement is hereby deleted in its entirety and replaced with the following:

Amendments to the Pledge Agreement. The following sections of the Pledge Agreement shall be amended as follows: (a) The introduction of the Pledge Agreement is hereby deleted in its entirety and replaced with the following: “THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 30, 2012 (the “Effective Date”), is by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX 1991 TRUST (“Purchaser”). All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Schedule 3 attached hereto, and if not defined therein, the meanings set forth in the First Purchase Agreement (as defined hereinafter) unless otherwise stated.” (b) Recitals A, B, C, D, E and F of the Pledge Agreement are hereby deleted in their entirety and the following shall be substituted in place thereof: A. Previously, Debtor granted to Purchaser, among other parties, as secured party, a security interest in certain of its property and assets, including a pledge of 100% of the stock of its Subsidiaries, pursuant to that certain Pledge and Security Agreement dated as of November 10, 2011 (the “Original Agreement”). B. Under the terms of the First Purchase Agreement, Debtor has agreed to amend and restate the Original Agreement to, among other things, grant to Purchaser, as secured party, a security interest in certain of its property and assets as set forth herein, including a pledge of 100% of ownership interests in all of its Subsidiaries, including without limitation, the Select Securities and the TVOG Securities. C. As a condition precedent to issuance of the First Note, the Debtor is required to execute and deliver this Agreement.” (c) Section 5(b)(iv1(a) of the Pledge Agreement is hereby deleted amended by deleting the third sentence of such Section and inserting in its entirety and replaced with lieu thereof the following:: For purposes of this Agreement, the "Aggregate Lending Value" of the Collateral shall be equal to the sum of (i) 50% of the Market Value of Collateral consisting of shares of common stock of Carnival Corp ("CCL Shares"); (ii) 97% of the Market Value of Collateral consisting of cash or cash equivalents held in Dollars ("Cash"); (iii) 70% of the Market Value of Collateral (other than CCL Shares or Cash) consisting of publicly-traded equity securities; and (iv) a percentage to be mutually agreed of the Market Value of any other form of Collateral; PROVIDED that the Collateral Account shall at all times contain Collateral other than CCL Shares with an Aggregate Lending Value that equals or exceeds 35% of the Required Collateral Amount. (b) Section 2 of the Pledge Agreement is hereby amended by deleting the word "and" immediately prior to clause (v) thereof and inserting the following immediately prior to the period at the end of such Section 2: and (vi) except with respect to the CCL Shares marked with a legend relating to compliance with applicable securities laws, including Rule 144 of the General Rules and Regulations under the Securities Act of 1933 (as amended, the "Securities Act"), and as set forth herein and in the Custodial Account Agreement, there are no restrictions on the pledge of the Collateral by the Pledgor to the Bank nor on the sale of the Collateral by the Bank (whether pursuant to any shareholder, lock-up or other similar agreement or insider trading rules of the issuer), it being understood that that all xxxxxxxxx xx xhe common stock of Carnival Corporation are subject to the provisions of the Amended and Restated Articles of Incorporation of Carnival Corporation, including Articles 4 and 5 thereof, which impose certain restrictions on transfers of the stock of Carnival Corporation. (c) Section 4 of the Pledge Agreement is hereby amended by redesignating the existing Section 4 as Section 4(a) and inserting the following as a new Section 4(b): (b) The Pledgor will not permit any Liens, other than any Liens created under the relevant partnership agreement or other governing instrument thereof, to exist upon any of its equity interests in Goldman Sachs Global Alpha Fund, L.P. and GS Capital Partners XXX, X.P.

Amendments to the Pledge Agreement. The following sections of the Pledge Agreement shall be amended as follows: (a) The introduction Section 3(h) of the Pledge Agreement is hereby deleted in its entirety and replaced with amended by inserting immediately prior to the period at the end thereof the following: “THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as it being understood that all transfers of March 30the common stock of Carnival Corporation are subject to the provisions of the Amended and Restated Articles of Incorporation of Carnival Corporation, 2012 (including Articles 4 and 5 thereof, which impose certain restrictions on transfers of the “Effective Date”), is by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX 1991 TRUST (“Purchaser”). All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Schedule 3 attached hereto, and if not defined therein, the meanings set forth in the First Purchase Agreement (as defined hereinafter) unless otherwise statedstock of Carnival Corporation.” (b) Recitals A, B, C, D, E and F of the Pledge Agreement are hereby deleted in their entirety and the following shall be substituted in place thereof: A. Previously, Debtor granted to Purchaser, among other parties, as secured party, a security interest in certain of its property and assets, including a pledge of 100% of the stock of its Subsidiaries, pursuant to that certain Pledge and Security Agreement dated as of November 10, 2011 (the “Original Agreement”). B. Under the terms of the First Purchase Agreement, Debtor has agreed to amend and restate the Original Agreement to, among other things, grant to Purchaser, as secured party, a security interest in certain of its property and assets as set forth herein, including a pledge of 100% of ownership interests in all of its Subsidiaries, including without limitation, the Select Securities and the TVOG Securities. C. As a condition precedent to issuance of the First Note, the Debtor is required to execute and deliver this Agreement.” (c) Section 5(b)(iv4(c) of the Pledge Agreement is hereby deleted in its entirety and replaced with the following:following new Section 4(c) inserted in lieu thereof: If on any date, the Collateral Value of the Collateral Assets other than the CCL Shares comprises less than the sum of (i) forty percent (40%) of the outstanding principal balance of the Tranche A Loans plus (ii) one hundred percent (100%) of the outstanding principal balance of the Tranche B Loans, the Pledgor will, within five (5) Domestic Business Days after the Bank delivers written notice thereof to the Pledgor and the Borrower, either (A) cause such amount of the Loans to be prepaid as is necessary to reduce the outstanding balance of the Tranche A Loans and the Tranche B Loans, respectively, to amounts such that, after such prepayment, the Collateral Value of the Collateral Assets other than the CCL Shares shall be equal to or greater than the sum of the amounts set forth in clauses (i) and (ii) of this Section 4(c) or (B) pledge to the Bank and contribute to the Collateral Account additional Collateral such that the Collateral Value of the Collateral Assets other than the CCL Shares shall be equal to or greater than the sum of the amounts set forth in clauses (i) and (ii) of this Section 4(c).

Amendments to the Pledge Agreement. The following sections A. Section 3.09(a) of the Pledge Agreement shall be is hereby amended in its entirety to read as follows: (a) The introduction Aggregate Fair Market Value of the Pledge Initial Collateral with respect to the A Loans will be at least equal to 175 percent of the aggregate principal amount of the A Loans made by the Banks on the related Funding Date. The Aggregate Fair Market Value of the Initial Collateral with respect to the B Loans will be at least equal to the excess of (i) 175 percent of the sum of (A) the aggregate amount of the B Loan Commitments of the Banks and (B) the aggregate principal amount of the A Loans outstanding on the Funding Date for the B Loans over (ii) the Aggregate Fair Market Value of Eligible Collateral subject to the Lien of this Agreement is hereby deleted on such Funding Date (before giving effect to the addition of such Initial Collateral). After the first Funding Date, in its entirety the event that the Aggregate Fair Market Value shown on any Certificate of Collateral Value delivered to the Banks pursuant to Section 3.08(b) or, subject to the procedures for review and replaced with reconciliation set forth in Section 3.08, on any Letter Reviewing the following: “THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated Collateral Calculation delivered to the Banks and the Collateral Agent pursuant to Section 3.08(c) as of March 30the Valuation Date of such Certificate or Letter is less than 150 percent of the aggregate principal amount of the Loans outstanding on the date thereof, 2012 the Borrower, (i) within ten Domestic Business Days after delivery to the “Effective Date”)Banks and the Collateral Agent of such Certificate of Collateral Value or Letter Reviewing Collateral Calculation, is by and between TRI-VALLEY CORPORATIONas the case may be, shall, unless otherwise cured as a Delaware corporation (“Debtor”)result of an increase in the Aggregate Fair Market Value of the Collateral, and XXXXXX X. XXXXXXprepay Loans or deliver to the Collateral Agent sufficient Eligible Collateral, TRUSTEE OF THE XXXXXX X. XXXXXX 1991 TRUST (“Purchaser”). All capitalized terms not otherwise defined in so that the Aggregate Fair Market Value of Eligible Collateral subject to the Lien of this Agreement shall have be at least equal to 160 percent of the meanings aggregate principal amount of the Loans outstanding on such day and (ii) within ten Domestic Business Days after delivery to the Banks and the Collateral Agent of the Certificate of Collateral Value as described in (i) above or letter reviewing Collateral Calculation, as the case may be, shall, unless otherwise cured as a result of an increase in the Aggregate Fair Market Value of the Collateral, prepay Loans or deliver to the Collateral Agent sufficient Eligible Collateral, so that the Aggregate Fair Market Value of Eligible Collateral subject to the Lien of this Agreement shall be at least equal to 175 percent of the aggregate principal amount of the Loans outstanding on such day. If additional Eligible Collateral is delivered by the Borrower in satisfaction of the provisions of this Section 3.09, such Eligible Collateral shall be delivered to the Collateral Agent, in the manner provided under Sections 2.01 and 2.02 for Collateral of such type, together with (a) a supplementary Certificate of Collateral Value dated the date of the delivery of the Eligible Collateral (which date shall be the Valuation Date for such Certificate) describing the additional Eligible Collateral and showing that the Aggregate Fair Market Value of the Eligible Collateral as of the date of such Certificate, and giving effect to the prepayment of Loans and delivery of the additional Eligible Collateral hereunder, equals or exceeds the amounts required hereunder, (b) an Assurance Letter of the Borrower in the form set forth in Schedule 3 attached heretoExhibit C with respect to such additional Eligible Collateral, and if not defined therein, the meanings set forth in the First Purchase Agreement (as defined hereinafter) unless otherwise stated.” (b) Recitals A, B, C, D, E and F of the Pledge Agreement are hereby deleted in their entirety and the following shall be substituted in place thereof: A. Previously, Debtor granted to Purchaser, among other parties, as secured party, a security interest in certain of its property and assets, including a pledge of 100% of the stock of its Subsidiaries, pursuant to that certain Pledge and Security Agreement dated as of November 10, 2011 (the “Original Agreement”). B. Under the terms of the First Purchase Agreement, Debtor has agreed to amend and restate the Original Agreement to, among other things, grant to Purchaser, as secured party, a security interest in certain of its property and assets as set forth herein, including a pledge of 100% of ownership interests in all of its Subsidiaries, including without limitation, the Select Securities and the TVOG Securities. C. As a condition precedent to issuance of the First Note, the Debtor is required to execute and deliver this Agreement.” (c) Section 5(b)(iv) a receipt of the Pledge Agreement is hereby deleted Collateral Agent in its entirety the form of Exhibit D with respect to such additional Eligible Collateral delivered as required by Section 2.03, and replaced (d) if requested by the Banks, an Opinion of Counsel, in form and substance satisfactory to the Banks, relating to the perfection and, with respect to any Collateral issued in registered form and evidenced by a certificate, including Liquidating REIT Stock, priority of the following:Lien hereof with respect to such additional Eligible Collateral.