Common use of Form of Security Clause in Contracts

Form of Security. As continuing collateral security for the payment, performance and satisfaction of all Obligations to the Lender, on the Closing Date, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonably: (a) a guarantee from each Credit Party guaranteeing the due payment and performance to the Lender of all present and future Obligations; (b) a general security agreement from each Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such time; (c) a securities pledge agreement from each Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction); (d) certificates representing all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificates; (e) an intellectual property security agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) in favour of the Lender; (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interests, subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Parties.

Form of Security. As (1) Prior to the Closing Date, as continuing collateral security for the payment, performance payment and satisfaction of all Obligations of the Borrower to the Lender, on Agent and the Closing DateLenders, the Borrower shall deliver delivered or cause caused to be delivered to the Lender (to Agent for itself and on behalf of the extent not existing prior to, and assigned to the Lender on, the Closing Date) Lenders the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonably: (a) a guarantee from each Credit Party guaranteeing the due payment and performance to the Lender of all present and future Obligations; (b) a general security agreement from each Canadian Credit Party the Borrower in favour of the Lender Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its the present and future personal PropertyProperty of the Borrower; (b) a securities pledge agreement from the Borrower in favour of the Agent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests, but excluding, at any that it owns from time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such time; (c) a securities pledge over shares agreement from each Canadian Credit Party the Borrower in favour of the Lender Agent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)Luxco that it owns from time to time; (d) certificates representing a guarantee from each Guarantor guaranteeing the due payment and performance to the Agent and the Lenders of all certificated Equity Interests pledged by present and future Obligations of the Credit Parties listed on Schedule 8.01(d), Borrower to the Agent and all certificates representing certificated Equity Interests held by the Lenders or any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers one or more of attorney in respect of such certificatesthem under the Loan Documents; (e) an intellectual property a general security agreement or debenture, as applicable, from by each Canadian Credit Party (that owns any registrable Intellectual Property) Guarantor in favour of the Lender; (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour of the Lender Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests of the present and all Material Leasehold Interests, future Property of such Guarantor; (f) a securities pledge agreement from each Guarantor that has a Subsidiary or Subsidiaries in favour of the Agent constituting a first-priority Encumbrance (subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy on all Equity Interests that it owns from time to the Lender together with a reliance letter for such assessment)time; (g) an assignment a Cdn.$250,000,000 fixed and floating charge debenture, in registrable form, where applicable, from the Borrower and each Guarantor charging all personal property and all of insurance by the Canadian Credit Parties freehold and leasehold interests in its lands and premises, the said mortgages and encumbrances to be subject to no prior Encumbrances other than Permitted Encumbrances; (h) a Hong Kong law governed guarantee and indemnity agreement from Sierra HK guaranteeing the due payment and performance to the Agent and the Lenders of all present and future Obligations of the Borrower to the Agent and the Lenders or any one or more of them under the Loan Documents; and (i) a Hong Kong law governed general security deed from Sierra HK in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) over on all assets of the Credit Partiespresent and future Property of Sierra HK. (2) On the Closing Date, as continuing and collateral security for the payment and satisfaction of all Obligations of the Borrower to the Agent and the Lenders, the Borrower shall deliver or cause to be delivered to the Agent for itself and on behalf of the Lenders an acknowledgement and confirmation agreement from each applicable Obligor relating among other things, to the continuing effect of the Security (including each guarantee delivered by an Obligor) previously delivered by it.

Form of Security. (1) Security Delivered prior to the Effective Date As continuing collateral security for the payment, performance payment and satisfaction of all Obligations of the Borrowers to the LenderAgent, the Lenders and the Lender Hedge Providers, the Borrowers shall have delivered prior to or on the Closing Date, Effective Date to the Borrower shall deliver Collateral Agent or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) Collateral Agent the following SecuritySecurity Documents, all of which shall will be in form and substance satisfactory to the Lender, acting reasonablyAgent: (a) a an amended and restated guarantee (the “Guarantee”) from each Credit Party the Obligors guaranteeing the due payment and performance to the Agent, the Lenders and the Lender Hedge Providers of all present and future ObligationsObligations of each other Obligor to the Agent, the Lenders and the Lender Hedge Providers or any one or more of them under the Credit Documents; (b) a an amended and restated general security agreement from (the “Canadian Security Agreement”) by each Canadian Credit Party of the Obligors located in Canada in favour of the Lender Collateral Agent constituting a first priority Encumbrance (subject only to Permitted Encumbrances) on all present and future Property of such Obligors; (c) an amended and restated general security agreement (the “US Security Agreement”) by each of the Obligors located in the United States in favour of the Collateral Agent constituting a first priority Encumbrance (subject only to Permitted Encumbrances) on all present and future Property of such Obligors; (d) an amended and restated securities pledge agreement by the US Borrower in favour of the Collateral Agent constituting a first priority Encumbrance (subject only to Permitted Encumbrances) on all of the present and future securities beneficially owned by the US Borrower in any Restricted Subsidiary; (e) an amended and restated securities and notes pledge agreement by JET LP in favour of the Collateral Agent constituting a first priority Encumbrance (subject only to Permitted Encumbrances) on all of the present and future securities beneficially owned by JET LP in any Restricted Subsidiary; (f) an amended and restated securities pledge agreement by OECI in favour of the Collateral Agent constituting a first priority Encumbrance (subject only to Permitted Encumbrances) on all of the present and future securities beneficially owned by OECI in any Restricted Subsidiary; (g) to the extent any other Restricted Subsidiary owns securities in any other Restricted Subsidiary, a securities pledge agreement from each Restricted Subsidiary in favour of the Collateral Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its the present and future personal Property, but excluding, at securities beneficially owned by such Restricted Subsidiary in any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such timeother Restricted Subsidiary; (ch) deposit account control agreements between any Obligor who maintains a bank account, the Collateral Agent and such financial institution with whom such bank account is maintained; (i) a securities pledge agreement from each Canadian Credit Party deed of hypothec to secure payment of debentures dated October 30, 2006 between JE Quebec LP and CIBC as fondé de pouvoir under the meaning of Article 2692 of the Civil Code of Quebec; (j) a debenture no. 4 for $1,000,000,000 dated as of October 30, 2006 by JE Quebec LP in favour of the Lender constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)Collateral Agent; (dk) certificates representing all certificated Equity Interests pledged by a pledge of debenture agreement between JE Quebec LP and the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificatesCollateral Agent; (el) an intellectual property security agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) in favour of the Lender; (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interests, subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit PartiesShell Energy Security; and (hm) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit PartiesIntercompany Subordination Agreement.

Form of Security. As general and continuing collateral security for the paymentdue payment and performance of the Obligations, performance and satisfaction of all Obligations the following Security shall be granted to the LenderAgent (on behalf of itself and the Lenders), on the Closing Date, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be each in form and substance satisfactory to the Lender, acting reasonablyAgent: (a) a guarantee from each Credit Party guaranteeing security agreement executed by the due payment and performance Borrower, pursuant to which, among other things, the Borrower shall grant to the Lender of Agent a first-priority Lien (subject to Permitted Liens) over all present and future Obligationsafter-acquired assets and other personal property of the Borrower; (b) a general security agreement from guarantee executed by each Canadian Credit Party Guarantor party hereto in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Agent in respect of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such timeObligations; (c) a securities pledge agreement from each Canadian Credit Party in favour of the Lender constituting a first-first priority Encumbrance charge/mortgage (subject to Permitted EncumbrancesLiens) on all Equity Interests (other than Equity Interests over the mineral rights and interests owned or held by each Obligor as more specifically set out in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)Schedule “I”; (d) certificates representing a pledge of all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by other securities issued to any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificatesObligor; (e) an intellectual property security agreement from by each Canadian Credit Party a Control Agreement (that owns any registrable Intellectual Propertywith trigger) in favour respect of each Collection Account of each Obligor, with the Lendertrigger thereunder to be delivered by the Agent immediately following closing; (f) a [Redacted] fixed charge debenture from Control Agreement (with trigger) in respect of each applicable Canadian Credit Party in favour Deposit Account of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interestseach Obligor, subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring provided that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if trigger thereunder shall not available and if requested be permitted to be delivered by the Lender, obtain a “Phase I” environmental site assessment for such real estate Agent unless and provide a copy to until the Lender together with a reliance letter for such assessment)occurrence of an Event of Default; (g) a limited recourse guarantee from Lion together with a pledge of all Equity Interests in the Borrower held by Lion; (h) a limited recourse guarantee from each shareholder of the Borrower together with a pledge of all Equity Interests in the Borrower held by such shareholder; (i) for any Guarantor that is not a party to this Agreement on the Closing Date, an instrument of assumption and joinder executed by such Guarantor, pursuant to which such Guarantor agrees to become a party to this Agreement, together with: (i) a guarantee executed by each Guarantor in favour of the Agent in respect of the Obligations; (ii) a security agreement executed by each Guarantor pursuant to which, among other things, such Guarantor shall grant to the Agent (i) a first-priority Lien (subject to Permitted Liens) over all present and after-acquired assets and other personal property of such Guarantor, (ii) a Lien over such Guarantor’s Collection Accounts, and (iii) a pledge of all Equity Interests and other securities issued to the Guarantor by the Borrower or any Person; and (iii) a first priority charge/mortgage (subject to Permitted Liens) over the mineral rights and interests owned or held by each Guarantor; (j) an assignment of insurance executed by the Canadian Credit Parties each Obligor (in favour respect of the Lender with respect to all any insurance policies policy maintained by the Canadian Credit Partiesor on behalf of such Obligor (other than third party liability insurance)); (k) a Collateral Access Agreement in respect of any premises where any tangible personal property of an Obligor: (i) is located and where such premises are now owned by an Obligor, and (ii) where such premises are owned or controlled by a third party bailee, carrier or warehouse operator; and (hl) such other security deemed appropriate by security, agreements, documents or instruments that the Lender, acting Agent and it legal counsel may reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Partiesrequire.

Form of Security. As general and continuing collateral security for the paymentdue payment and performance of the Obligations, performance and satisfaction of all Obligations the following Security shall be granted to the LenderAgent (on behalf of itself and the Lenders), on the Closing Date, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be each in form and substance satisfactory to the Lender, acting reasonablyAgent: (a) a guarantee from each Credit Party guaranteeing security agreement executed by the due payment and performance Borrower, pursuant to which, among other things, the Borrower shall grant to the Lender of Agent a first-priority Lien (subject to Permitted Liens) over all present and future Obligationsafter-acquired assets and other personal property of the Borrower; (b) a general security agreement from guarantee executed by each Canadian Credit Party Guarantor party hereto in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Agent in respect of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such timeObligations; (c) a securities pledge agreement from each Canadian Credit Party in favour of the Lender constituting a first-first priority Encumbrance charge/mortgage (subject to Permitted EncumbrancesLiens) on all Equity Interests (other than Equity Interests in Joint Ventures over the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)mineral rights and interests owned or held by each Obligor; (d) certificates representing a pledge of all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by other securities issued to any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificatesObligor; (e) an intellectual property security agreement from by each Canadian Credit Party a Control Agreement (that owns any registrable Intellectual Propertywith trigger) in favour respect of each Collection Account of each Obligor, with the Lendertrigger thereunder to be delivered by the Agent immediately following closing; (f) a [Redacted] fixed charge debenture from Control Agreement (with trigger) in respect of each applicable Canadian Credit Party in favour Deposit Account of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interestseach Obligor, subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring provided that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if trigger thereunder shall not available and if requested be permitted to be delivered by the Lender, obtain a “Phase I” environmental site assessment for such real estate Agent unless and provide a copy to until the Lender together with a reliance letter for such assessment)occurrence of an Event of Default; (g) a limited recourse guarantee from Lion together with a pledge of all Equity Interests in the Borrower held by Lion; (h) a limited recourse guarantee from each shareholder of the Borrower together with a pledge of all Equity Interests in the Borrower held by such shareholder; (i) for any Guarantor that is not a party to this Agreement on the Closing Date, an instrument of assumption and joinder executed by such Guarantor, pursuant to which such Guarantor agrees to become a party to this Agreement, together with: (i) a guarantee executed by each Guarantor in favour of the Agent in respect of the Obligations; (ii) a security agreement executed by each Guarantor pursuant to which, among other things, such Guarantor shall grant to the Agent (i) a first-priority Lien (subject to Permitted Liens) over all present and after-acquired assets and other personal property of such Guarantor, (ii) a Lien over such Guarantor’s Collection Accounts, and (iii) a pledge of all Equity Interests and other securities issued to the Guarantor by the Borrower or any Person; and (iii) a first priority charge/mortgage (subject to Permitted Liens) over the mineral rights and interests owned or held by each Guarantor; (j) an assignment of insurance executed by the Canadian Credit Parties each Obligor (in favour respect of the Lender with respect to all any insurance policies policy maintained by the Canadian Credit Partiesor on behalf of such Obligor (other than third party liability insurance)); (k) a Collateral Access Agreement in respect of any premises where any tangible personal property of an Obligor: (i) is located and where such premises are now owned by an Obligor, and (ii) where such premises are owned or controlled by a third party bailee, carrier or warehouse operator; and (hl) such other security deemed appropriate by security, agreements, documents or instruments that the Lender, acting Agent and it legal counsel may reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Partiesrequire.

Form of Security. As (1) On the Closing Date, as continuing collateral security for the payment, performance payment and satisfaction of all Obligations of the Borrower to the Lender, on Agent and the Closing DateLenders, the Borrower shall deliver delivered or cause caused to be delivered to the Lender (to Agent for itself and on behalf of the extent not existing prior to, and assigned to the Lender on, the Closing Date) Lenders the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonably: (a) a guarantee from each Credit Party guaranteeing the due payment and performance to the Lender of all present and future Obligations; (b) a general security agreement from the Borrower and each Canadian Credit Party Material Subsidiary in favour of the Lender Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its the present and future personal Property, but excluding, at any time Property of determination, all Health Canada Licences, such Obligor; (b) a guarantee from each Material Licences Subsidiary guaranteeing the due payment and Material Contracts performance to the extent not assignable Agent and the Lenders of all present and future Obligations of the Borrower to the Agent and the Lenders or any one or more of them under Applicable Law at such timethe Loan Documents; (c) a guarantee from Labs guaranteeing the due payment and performance to the Agent and the Lenders of all present and future Obligations of the Borrower to the Agent and the Lenders or any one or more of them under the Loan Documents; (d) a securities pledge agreement from each Canadian Credit Party Obligor that owns Equity Interests in a Material Subsidiary in favour of the Lender Agent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction); (d) certificates representing all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificateseach Obligor that it owns; (e) an intellectual property security a securities pledge agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) the Borrower in favour of the LenderAgent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests that it owns; (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party assignment by the Borrower in favour of the Lender Agent of all Export Development Canada insurance maintained by the Borrower in connection with its Accounts Receivable; and (g) a US$150,000,000 fixed and floating charge debenture from the Borrower and each Material Subsidiary required by the Agent in favour of the Agent charging all personal property and all of the freehold and (to the extent permitted by each applicable lease) leasehold interests in its lands and premises, the said mortgages and encumbrances to be subject to no prior Encumbrances other than Permitted Encumbrances. (2) On the Second Closing Date, as continuing collateral security for the payment and satisfaction of all Obligations of the Borrower to the L/C Lenders pursuant to the L/C Facility, the Borrower shall deliver to the Agent for itself and on behalf of the L/C Lenders a cash collateral pledge agreement from the Borrower in favour of the Agent constituting a first-first priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests cash and all Material Leasehold Interests, subject Cash Equivalents deposited from time to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested time by the Lender, obtain a “Phase I” environmental site assessment Borrower as security for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit PartiesL/C Facility.

Form of Security. As On the Closing Date, as continuing collateral security for the payment, performance payment and satisfaction of all Obligations of the Borrower to the Lender, on Agent and the Closing DateLenders, the Borrower shall deliver or cause to be delivered to the Lender (to Agent for itself and on behalf of the extent not existing prior to, and assigned to the Lender on, the Closing Date) Lenders the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonablyAgent: (a) a guarantee from each Credit Party guaranteeing the due payment and performance to the Lender of all present and future Obligations; (b) a general security agreement from each Canadian Credit Party the Borrower in favour of the Lender Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its the present and future personal PropertyProperty of the Borrower; (b) a securities pledge agreement from the Borrower in favour of the Agent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests, but excluding, at any that it owns from time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such time; (c) a securities pledge over shares agreement from each Canadian Credit Party the Borrower in favour of the Lender Agent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)Luxco that it owns from time to time; (d) certificates representing an assignment of cash collateral accounts from the Borrower in favour of the Agent constituting a first-priority Encumbrance on all certificated Equity Interests pledged cash held by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held Borrower in bank accounts maintained by any other Credit Party (other than an Excluded Subsidiary) together the Borrower with duly executed stock powers of attorney in respect of such certificates;the Agent; 53 (e) an intellectual property a collateral assignment of material agreements by way of security agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) the Borrower in favour of the LenderAgent assigning all of the Borrower’s rights under the French Bidco Loan Agreement identified in (i) in the definition of “French Bidco Loan Agreements”; (f) a [Redacted] fixed charge debenture delegation agreement between French Bidco, the Borrower and the Agent, pursuant to which French Bidco agrees to direct its payments under the French Bidco Loan Agreement identified in (i) in the definition of “French Bidco Loan Agreements to the Agent; (g) a pledge of financial instruments accounts agreement (including cash accounts) from each applicable Canadian Credit Party French Bidco in favour of the Lender Agent and the Lenders constituting a first-priority Encumbrance under the laws of France on all of the Wavecom Shares and Wavecom Debentures that it owns from time to time together with the statement of pledge and the pledge certificate; (h) a pledge of the operating account opened in the books of the Presenting and Guaranteeing Bank in the name of French Bidco in favour of the Agent and the Lenders constituting a first-priority Encumbrance under the laws of France; (i) a pledge of financial instruments accounts (including cash account) from Luxco in favour of the Agent and the Lenders constituting a First-priority Encumbrance under the laws of France on all of the shares of French Bidco that it owns from time to time together with the statement of pledge and the pledge certificate; (j) a guarantee from each Guarantor guaranteeing the due payment and performance to the Agent and the Lenders of all present and future Obligations of the Borrower to the Agent and the Lenders or any one or more of them under the Loan Documents; (k) a general security agreement or debenture, as applicable, from each Guarantor in favour of the Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold of the present and future Property of such Guarantor; (l) a securities pledge agreement from each Guarantor that has a Subsidiary or Subsidiaries in favour of the Agent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests that it owns from time to time; and (m) a Cdn.$250,000,000 fixed and floating charge debenture, in registrable form, where applicable, from the Borrower and each Guarantor charging all personal property and all Material Leasehold Interestsof the freehold and leasehold interests in its lands and premises, the said mortgages and encumbrances to be subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all no prior Encumbrances (other than Permitted Encumbrances) , and in respect of which each Borrower or such Guarantor shall obtain a copy consent from each landlord of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Partiesleased property.

Form of Security. As general and continuing collateral security for the paymentdue payment and performance of the Obligations, performance and satisfaction of all Obligations the following Security shall be granted to the LenderAgent (on behalf of itself and the Lenders), on the Closing Date, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be each in form and substance satisfactory to the Lender, acting reasonablyAgent: (a) a guarantee from each Credit Party guaranteeing security agreement executed by the due payment and performance Borrower, pursuant to which, among other things, the Borrower shall grant to the Lender of Agent a first-priority Lien (subject to Permitted Liens) over all present and future Obligationsafter-acquired assets and other personal property of the Borrower; (b) a general security agreement from guarantee executed by each Canadian Credit Party Guarantor party hereto in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Agent in respect of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such timeObligations; (c) a securities pledge agreement from each Canadian Credit Party in favour of the Lender constituting a first-first priority Encumbrance charge/mortgage (subject to Permitted EncumbrancesLiens) on all Equity Interests (other than Equity Interests over the mineral rights and interests owned or held by each Obligor as more specifically set out in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)Schedule “I”; (d) certificates representing a pledge of all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by other securities issued to any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificatesObligor; (e) an intellectual property security agreement from by each Canadian Credit Party a Control Agreement (that owns any registrable Intellectual Propertywith trigger) in favour respect of each Collection Account of each Obligor, with the Lendertrigger thereunder to be delivered by the Agent immediately following closing; (f) a [Redacted] fixed charge debenture from Control Agreement (with trigger) in respect of each applicable Canadian Credit Party in favour Deposit Account of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interestseach Obligor, subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring provided that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if trigger thereunder shall not available and if requested be permitted to be delivered by the Lender, obtain a “Phase I” environmental site assessment for such real estate Agent unless and provide a copy to until the Lender together with a reliance letter for such assessment)occurrence of an Event of Default; (g) a limited recourse guarantee from Lion together with a pledge of all Equity Interests in the Borrower held by Lion; (h) a limited recourse guarantee from each shareholder of the Borrower together with a pledge of all Equity Interests in the Borrower held by such shareholder; (i) for any Guarantor that is not a party to this Agreement on the Closing Date, an instrument of assumption and joinder executed by such Guarantor, pursuant to which such Guarantor agrees to become a party to this Agreement, together with: (i) a guarantee executed by each Guarantor in favour of the Agent in respect of the Obligations; Phoenix Capital Group Holdings, LLC NATDOCS\70362498\V-8 (ii) a security agreement executed by each Guarantor pursuant to which, among other things, such Guarantor shall grant to the Agent (i) a first-priority Lien (subject to Permitted Liens) over all present and after-acquired assets and other personal property of such Guarantor, (ii) a Lien over such Guarantor’s Collection Accounts, and (iii) a pledge of all Equity Interests and other securities issued to the Guarantor by the Borrower or any Person; and (iii) a first priority charge/mortgage (subject to Permitted Liens) over the mineral rights and interests owned or held by each Guarantor; (j) an assignment of insurance executed by the Canadian Credit Parties each Obligor (in favour respect of the Lender with respect to all any insurance policies policy maintained by the Canadian Credit Partiesor on behalf of such Obligor (other than third party liability insurance)); (k) a Collateral Access Agreement in respect of any premises where any tangible personal property of an Obligor: (i) is located and where such premises are now owned by an Obligor, and (ii) where such premises are owned or controlled by a third party bailee, carrier or warehouse operator; and (hl) such other security deemed appropriate by security, agreements, documents or instruments that the Lender, acting Agent and it legal counsel may reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Partiesrequire.

Form of Security. As continuing collateral security for the payment, performance and satisfaction of all Obligations to the LenderAgent and the other Secured Parties, on the Closing Date, the Borrower shall deliver or cause to be delivered to the Lender (to Agent for itself and on behalf of the extent not existing prior to, and assigned to the Lender on, the Closing Date) other Secured Parties the following Security, all of which shall be in form and substance satisfactory to the LenderAgent, acting reasonably: (a) a guarantee from each Credit Party Material Subsidiary guaranteeing the due payment and performance to the Lender Agent and the Lenders of all present and future Obligations; (b) a general security agreement from each Canadian Credit Party in favour of the Lender Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such time; (c) a securities pledge agreement from each Canadian Credit Party in favour of the Lender Agent constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the LenderAgent, so long as such prohibition is not created in contemplation of such transaction); (d) certificates representing all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d)Parties, and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificates; (e) an intellectual property a trademark security agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) of the Borrower, Valens AgriTech Ltd. and Southern Cliff Brands Inc. in favour of the LenderAgent; (f) a [Redacted*****] fixed charge debenture from each applicable Canadian Credit Party in favour of the Lender Agent constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interests, subject to obtaining consent(s) from the applicable landlord(s), together with the a lender’s 's title insurance policy issued by a title insurer reasonably satisfactory to the LenderAgent, in form and substance and in an amount in each case, reasonably satisfactory to the Lender Agent ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “"Phase I” " environmental site assessment (and, if not available and if requested by the LenderLenders, obtain a “"Phase I” " environmental site assessment for such real estate and provide a copy to the Lender Lenders together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender Agent with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the LenderAgent, acting reasonably (and consistent with the foregoing), to perfect the Lender’s Agent and the Lenders' first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Parties.

Form of Security. As continuing collateral security for the payment, performance and satisfaction of all Obligations to the Lender, on the Closing Date, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonably: (a) a guarantee from each Credit Party guaranteeing the due payment and performance to the Lender of all present and future Obligations; (b) a general security agreement from each Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such time; (c) a securities pledge agreement from each Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction); (d) certificates representing all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificates; (e) an intellectual property security agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) in favour of the Lender; (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interests, subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Parties.

Form of Security. As continuing collateral security for the payment, performance and satisfaction of all Obligations to the Lender, on the Closing Date, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonably: (a) a guarantee from each Credit Party guaranteeing As general and continuing security for the due payment and performance of the Obligations of the Obligors to the Lender of all present and future Obligations;under the Loan Documents, the following Security shall be granted to the Lender: (bi) a general security agreement from each Canadian Credit Party the Borrower in favour of the Lender Lender, constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its the present and future personal PropertyProperty of the Borrower (including without limitation, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such timeAcquired Assets); (cii) an unconditional unlimited guarantee and a postponement of claim from Monaco, guaranteeing the due payment and performance to the Lender of all present and future obligations of the Borrower under the Loan Documents (the "LORETTA FOOD GROUP INC. Guaranty"); (iii) a securities pledge general security agreement from each Canadian Credit Party Loretta Food Group, Inc. in favour of the Lender constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour xavour of the Lender, so long as such prohibition is not created in contemplation of such transaction); (d) certificates representing all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d)security for its Obligations, and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificates; (e) an intellectual property security agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) in favour of the Lender; (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests of the present and future Property of Loretta Food Group, Inc. xxxluding without limitation the shares of the Borrower and all Material Leasehold Interestsother subsidiaries of Loretta Food Group Inc. ; (iv) an unconditional unlimited guarantee and a postponement of claim from Burgio, subject to obtaining consent(s) from guaranteeing the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory due payxxxx xnd performance to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) present and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour future obligations of the Lender with respect to all insurance policies maintained by Borrower under the Canadian Credit PartiesLoan Documents (the "Burgio Guaranty"); and (hx) such xuch further security agreements, deeds or other security deemed appropriate by instruments of conveyance, assignment, transfer, mortgage, pledge or charge as the LenderLender may reasonably request to effectively secure the undertaking, acting reasonably (property and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit PartiesObligors (including without limitation the Acquired Assets) in the manner contemplated by the security referred to in (i) through (iv) above. (b) The Borrower acknowledges and agrees that it shall continue to be liable for the obligations of the Loan, despite any action or inaction by the Lender in selling or disposing of the Security or any part thereof. The Lender may grant extensions or other indulgences, take and give up the Security or any part thereof, accept compositions, grant releases and discharges, and otherwise deal with Borrower and with other parties, guarantors, indemnitors or securities as the Lender may see fit, without prejudice to the rights of the Lender in respect of the Security.

Form of Security. As continuing collateral security The Reinsurer shall ensure that the Ceding Company will receive credit for the payment, performance reinsurance effected hereunder on its statutory financial statements filed in the State of Iowa and satisfaction of all Obligations other states in which it must file statutory financial statements. In order to provide the Lender, on Ceding Company with such credit for reinsurance for the Closing DateCeded Reserves, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonablyReinsurer shall: (a) request the Ceding Company to establish a guarantee from each Credit Party guaranteeing segregated account (the due payment and performance “Funds Withheld Account”), pursuant to a trust agreement attached as Exhibit H, with a Qualified United States Financial Institution meeting the Lender of all present and future Obligationsrequirements set forth in Section 10.03; (b) establish a general security agreement from each Canadian Credit Party United States trust account (a “Reinsurance Trust”) (naming the Reinsurer as the grantor and the Ceding Company as the beneficiary) with a Qualified United States Financial Institution meeting the requirements set forth in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such timeSection 10.04; (c) cause to remain in full force and effect one or more letters of credit (each, a securities pledge agreement from each Canadian Credit Party “Letter of Credit”) meeting the requirements set forth in favour of the Lender constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)Section 10.05; (d) certificates representing all certificated Equity Interests pledged utilize any other method permitted by the Credit Parties listed on Schedule 8.01(dIowa Insurance Division (including becoming licensed as a life insurance company in the State of Iowa), and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificates;; or (e) an intellectual property security agreement from provide a combination of items (a), (b), (c) and (d) above. The Reinsurer shall determine the method by each Canadian Credit Party (which the Reinsurer provides credit for reinsurance hereunder for the Ceded Reserves, as long as such method is set forth in this Section 10.02; provided, that owns any registrable Intellectual Propertyelection by the Reinsurer to secure its obligations hereunder for the Ceded Reserves through the use of any method other than that set forth in Section 10.02(a) in favour shall be subject to the consent of the Lender; Ceding Company (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour such consent not to be unreasonably withheld); provided, further, no consent of the Lender constituting Ceding Company shall be required if the Ceding Company is in breach of any provision of this Agreement and such breach has not been cured within fifteen (15) Business Days after the Reinsurer has provided notice of such breach to the Ceding Company. If the relevant laws or regulations of the State of Iowa are amended or there is a first-priority Encumbrance (subject only change in legal status by either the Ceding Company or the Reinsurer subsequent to Permitted Encumbrances) on all Material Freehold Interests the Effective Date of this Agreement, and all Material Leasehold Interestsif, as a result of such change, a different amount or a different type of security is necessary to maintain the Ceding Company’s credit for reinsurance, the Reinsurer may, subject to obtaining consent(s) from the applicable landlord(sconsent of the Ceding Company (such consent not to be unreasonably withheld), together adjust the amount of security or change the type of security to comply with the lender’s title insurance policy issued by a title insurer reasonably satisfactory revised requirements. Such adjustments may include reducing the security in or terminating in its entirety the Funds Withheld Account, any Reinsurance Trust or any Letter of Credit. The Reinsurer and the Ceding Company will cooperate in good faith to the Lendereffectuate this provision. Furthermore, in form the event at any time the Funds Withheld Account, any Reinsurance Trust or any Letter of Credit becomes unnecessary in order for the Ceding Company to receive credit for reinsurance under this Agreement, the Ceding Company and substance the Reinsurer shall cooperate in good faith to terminate the Funds Withheld Account, any Reinsurance Trust or any Letter of Credit, and all other terms and conditions of this Agreement shall remain in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid full force and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Partieseffect.

Form of Security. As continuing collateral security for The Preferred Certificates in respect of the paymentSeries A Preferred Securities shall be in the form set forth as Exhibit I to this Annex B. EXHIBIT I Certificate Number Number of Preferred Securities CUSIP NO. Certificate Evidencing Preferred Securities of Entergy London Capital, performance L.P. ____% Cumulative Quarterly Income Preferred Securities, Series A (liquidation preference $25 per Preferred Security) Entergy London Capital, L.P., a limited partnership formed under the laws of the State of Delaware (the "Partnership"), hereby certifies that __________ (the "Holder") is the registered owner of _________ ____% Cumulative Quarterly Income Preferred Securities, Series A (liquidation preference $25 per Preferred Security) (the "Securities") representing limited partner interests in the Partnership. The Securities are fully paid and satisfaction are nonassessable limited partner interests the Partnership, as to which the Limited Partners in the Partnership who hold the Securities (the "Holders"), in their capacities as limited partners in the Partnership, will, assuming such Holders do not participate in the control of all Obligations the business of the Partnership, have no liability solely by reason of being Holders (subject to the Lenderobligation of a limited partner to repay any funds wrongfully distributed to it), and are freely transferable on the Closing Datebooks and records of the Partnership, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The rights, privileges or preference of the Securities are set forth in, and this certificate and the Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Borrower shall deliver or cause Amended Restated Limited Partnership Agreement of the Partnership, dated as of __________ __, 1997, as the same may be amended from time to be delivered time in accordance with its terms (the "Limited Partnership Agreement"), and the Action of the General Partner (the "Action") taken pursuant thereto authorizing the issuance of the Securities and determining the designations, rights, privileges, restrictions, preferences and other terms and provisions regarding Dividends, voting, return of capital and other matters relating to the Lender Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the Limited Partnership Agreement or the Action. The Holder is entitled to the benefits of the Guarantee Agreement between Entergy London Investments UK plc, a public limited company incorporated under the laws of England and Wales ("Entergy London Investments"), and the Guarantee Trustee, dated as of __________ __, 1997 (as amended from time to time in accordance with its terms, the "Guarantee") to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonably: (a) a guarantee from each Credit Party guaranteeing the due payment and performance to the Lender of all present and future Obligations; (b) a general security agreement from each Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such time; (c) a securities pledge agreement from each Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction); (d) certificates representing all certificated Equity Interests pledged by the Credit Parties listed on Schedule 8.01(d), and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificates; (e) an intellectual property security agreement from by each Canadian Credit Party (that owns any registrable Intellectual Property) in favour of the Lender; (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all Material Freehold Interests and all Material Leasehold Interests, subject to obtaining consent(s) from the applicable landlord(s), together with the lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Lender, in form and substance and in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and provided therein. The Partnership will furnish a copy of any available surveys the Limited Partnership Agreement and the Guarantee to the Holder without charge upon written request to the Partnership at its principal place of such real estate and any available “Phase I” environmental site assessment business or registered office. The Holder, by accepting this certificate, is deemed to have agreed (and, if not available and if requested i) to be bound by the Lender, obtain a “Phase I” environmental site assessment for such real estate provisions of the Limited Partnership Agreement and provide a copy the Action and (ii) to the Lender together with subordination provisions and other terms of the Indenture and the Guarantee. Upon registration of this Certificate in the books and records of the Partnership, the Holder was admitted to the Partnership as a reliance letter for such assessment); (g) an assignment of insurance Limited Partner, is bound by the Canadian Credit Parties in favour Limited Partnership Agreement and is entitled to the benefits thereunder. Reference is hereby made to the further provisions of the Lender with respect to Securities set forth on the reverse hereof, which further provisions shall for all insurance policies maintained by purposes have the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Partiessame effect as if set forth at this place.

Form of Security. As continuing collateral security The Reinsurer shall ensure that the Ceding Company will receive credit for the payment, performance reinsurance effected hereunder on its statutory financial statements filed in the State of Iowa and satisfaction of all Obligations other states in which it must file statutory financial statements. In order to provide the Lender, on Ceding Company with such credit for reinsurance for the Closing DateCeded Reserves, the Borrower shall deliver or cause to be delivered to the Lender (to the extent not existing prior to, and assigned to the Lender on, the Closing Date) the following Security, all of which shall be in form and substance satisfactory to the Lender, acting reasonablyReinsurer shall: (a) request the Ceding Company to establish a guarantee from each Credit Party guaranteeing segregated account (the due payment and performance “Funds Withheld Account”), pursuant to a trust agreement attached as Exhibit D, with a Qualified United States Financial Institution meeting the Lender of all present and future Obligationsrequirements set forth in Section 9.03; (b) establish a general security agreement from each Canadian Credit Party United States trust account (a “Reinsurance Trust”) (naming the Reinsurer as the grantor and the Ceding Company as the beneficiary) with a Qualified United States Financial Institution meeting the requirements set forth in favour of the Lender constituting a first-priority Encumbrance (subject only to Permitted Encumbrances) on all of its present and future personal Property, but excluding, at any time of determination, all Health Canada Licences, Material Licences and Material Contracts to the extent not assignable under Applicable Law at such timeSection 9.04; (c) cause to remain in full force and effect one or more letters of credit (each, a securities pledge agreement from each Canadian Credit Party “Letter of Credit”) meeting the requirements set forth in favour of the Lender constituting a first-priority Encumbrance (subject to Permitted Encumbrances) on all Equity Interests (other than Equity Interests in Joint Ventures the terms of which prohibit such pledge in favour of the Lender, so long as such prohibition is not created in contemplation of such transaction)Section 9.05; (d) certificates representing all certificated Equity Interests pledged utilize any other method permitted by the Credit Parties listed on Schedule 8.01(dIowa Insurance Division (including becoming licensed as a life insurance company in the State of Iowa), and all certificates representing certificated Equity Interests held by any other Credit Party (other than an Excluded Subsidiary) together with duly executed stock powers of attorney in respect of such certificates;; or (e) an intellectual property security agreement from provide a combination of items (a), (b), (c) and (d) above. The Reinsurer shall determine the method by each Canadian Credit Party (which the Reinsurer provides credit for reinsurance hereunder for the Ceded Reserves, as long as such method is set forth in this Section 9.02; provided, that owns any registrable Intellectual Propertyelection by the Reinsurer to secure its obligations hereunder for the Ceded Reserves through the use of any method other than that set forth in Section 9.02(a) in favour shall be subject to the consent of the Lender; Ceding Company (f) a [Redacted] fixed charge debenture from each applicable Canadian Credit Party in favour such consent not to be unreasonably withheld); provided, further, no consent of the Lender constituting Ceding Company shall be required if the Ceding Company is in breach of any provision of this Agreement and such breach has not been cured within fifteen (15) Business Days after the Reinsurer has provided notice of such breach to the Ceding Company. If the relevant laws or regulations of the State of Iowa are amended or there is a first-priority Encumbrance (subject only change in legal status by either the Ceding Company or the Reinsurer subsequent to Permitted Encumbrances) on all Material Freehold Interests the Effective Date of this Agreement, and all Material Leasehold Interestsif, as a result of such change, a different amount or a different type of security is necessary to maintain the Ceding Company’s credit for reinsurance, the Reinsurer may, subject to obtaining consent(s) from the applicable landlord(sconsent of the Ceding Company (such consent not to be unreasonably withheld), together adjust the amount of security or change the type of security to comply with the lender’s title insurance policy issued by a title insurer reasonably satisfactory revised requirements. Such adjustments may include reducing the security in or terminating in its entirety the Funds Withheld Account, any Reinsurance Trust or any Letter of Credit. The Reinsurer and the Ceding Company will cooperate in good faith to the Lendereffectuate this provision. Furthermore, in form the event at any time the Funds Withheld Account, any Reinsurance Trust or any Letter of Credit becomes unnecessary in order for the Ceding Company to receive credit for reinsurance under this Agreement, the Ceding Company and substance the Reinsurer shall cooperate in good faith to terminate the Funds Withheld Account, any Reinsurance Trust or any Letter of Credit, and all other terms and conditions of this Agreement shall remain in an amount in each case, reasonably satisfactory to the Lender ensuring that the debenture is a valid full force and enforceable first priority Encumbrance on the respective Material Freehold Interest and Material Leasehold Interest, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances) and a copy of any available surveys of such real estate and any available “Phase I” environmental site assessment (and, if not available and if requested by the Lender, obtain a “Phase I” environmental site assessment for such real estate and provide a copy to the Lender together with a reliance letter for such assessment); (g) an assignment of insurance by the Canadian Credit Parties in favour of the Lender with respect to all insurance policies maintained by the Canadian Credit Parties; and (h) such other security deemed appropriate by the Lender, acting reasonably (and consistent with the foregoing), to perfect the Lender’s first priority Encumbrance (subject only to Permitted Encumbrances) over all assets of the Credit Partieseffect.