Loan Party Guarantee and Security. To secure the payment and performance of all Obligations, Swap Indebtedness, Operating Facility Indebtedness and Cash Management Facility Indebtedness (collectively, the “Secured Obligations”) the Borrower shall execute and deliver or cause to be executed and delivered to the Agent the Loan Party Guarantee from each Loan Party, together with the following documents (collectively, all such documents and security provided from time to time being referred to as the “Security”) from each Loan Party:
(a) a general security agreement governed by the laws of the Province of Alberta granting a first priority security interest over all present and after-acquired personal property and a first floating charge over all other present and after-acquired property including real property;
(b) a security agreement governed by the laws of New York granting a first priority security interest over all present and after-acquired personal property; and
(c) any additional security then required by Section 9.1(u) hereof; in each case subject to such exclusions as may be specified in the agreement providing such Security, with the Security to be registered in all jurisdictions (except as agreed to by the Agent) where such registration is necessary or desirable to perfect or otherwise protect the Security Interest granted thereunder, provided that, except to the extent contemplated by subsection (r) of the definition of Permitted Encumbrances and by Section 9.1(u)(ii), no serial number registrations shall be required for service rigs or other motor vehicles and no deliveries of certificates of title shall be required for Certificated Service Rigs or other motor vehicles prior to the occurrence of a Default or Event of Default hereunder. Notwithstanding the foregoing, the Borrower shall not be required to cause a Material Subsidiary to deliver any such Security to the extent that the cost of providing such Security is excessive in relation to the benefit to be afforded to the Lenders thereby, as determined by the Agent, acting reasonably.
