Common use of Security Interest in Favor of the Operator Clause in Contracts

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator or hereafter arising, pursuant to this Agreement, each Non-operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons produced from the lands or offshore blocks covered by the Contract Area or attributable to the Contract Area when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons once produced, and (d) all Platforms and Development Facilities, wells, fixtures, other corporeal property, whether movable xx xmmovable, whether now or .hereafter placed on the lands or offshore blocks covered by the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators in and to the oil and gas produced from or attributable to the Contract Area when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells located on the Contract Area. To the extent susceptixxx xnder applicable law, the security interest granted by each Non-operator hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator in all movable property now or hereafter located upon or used in connection with the Contract Area, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator in connection with the Contract Area, or the Hydrocarbons produced from or attributable to the Contract Area, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract Area; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Contract Area, including the following:

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator Non‑Operating Party of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator Operating Party or hereafter arising, pursuant to this Agreement, each Non-operator Non‑Operating Party hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons oil and gas produced from the lands or offshore blocks covered by the Leases or the Contract Area or attributable to the Leases or the Contract Area when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons oil and gas (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons oil and gas at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons oil and gas once produced, and (d) all Platforms and Development FacilitiesSystems, wellsxxxxx, facilities, fixtures, other corporeal property, whether movable xx xmmovableor immovable, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Leases or the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Leases or the Contract Area, and other surface and sub-surface sub‑surface equipment of any kind or character located on or attributable to the Leases or the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators Non‑Operating Parties in and to the oil and gas produced from or attributable to the Leases or the Contract Area when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells xxxxx located on the Leases or the Contract Area. To the extent susceptixxx xnder susceptible under applicable law, the security interest granted by each Non-operator Non‑Operating Party hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator Non‑Operating Party described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator Non‑Operating Party in all movable property now or hereafter located upon or used in connection with the Contract Area, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator Non‑Operating Party in connection with the Leases or the Contract Area, or the Hydrocarbons oil and gas produced from or attributable to the Leases or the Contract Area, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator Non‑Operating Party in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract Area; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator Operating Party in and to the contracts, agreements, permits, licenses, rights-of-wayrights‑of‑way, and similar rights and privileges that relate to or are appurtenant to the Leases or the Contract Area, including the following: (1) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A," to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to all or any portion of the Leases or the Contract Area, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion of the Leases or the Contract Area; (2) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all presently existing and future advance payment agreements, and oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A," to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Leases or the Contract Area; and (3) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights‑of‑way, and similar rights and privileges that relate to or are appurtenant to the Leases or the Contract Area.

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator or hereafter arising, pursuant to this Agreement, each Non-operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons oil, gas and other minerals produced from the lands or offshore blocks covered by the Leases within the Contract Area or attributable to the Leases within the Contract Area when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons oil, gas and other minerals (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons oil, gas and other minerals at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons oil, gas and other minerals once produced, and (d) all Platforms and Development Facilities, wellswxxxx, fixtures, other corporeal property, whether movable xx xmmovableor immovable, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Leases within the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Leases within the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Leases within the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators in and to the oil and gas produced from or attributable to the Leases within the Contract Area when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells wxxxx located on the Leases within the Contract Area. To the extent susceptixxx xnder susceptible under applicable law, the security interest granted by each Non-operator hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator in all movable property now or hereafter located upon or used in connection with the Leases within the Contract Area, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator in connection with the Leases within the Contract Area, or the Hydrocarbons oil, gas and other minerals produced from or attributable to the Leases within the Contract Area, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Leases within the Contract Area; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Leases within the Contract Area, including the following:

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator or hereafter arising, pursuant to this Agreement, each Non-operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons produced from the lands or offshore blocks covered by the Contract Area or attributable to the Contract Area when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons once produced, and (d) all Platforms and Development Facilities, wellsxxxxx, fixtures, other corporeal property, whether movable xx xmmovableor immovable, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators in and to the oil and gas produced from or attributable to the Contract Area when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells xxxxx located on the Contract Area. To the extent susceptixxx xnder susceptible under applicable law, the security interest granted by each Non-operator hereunder covers: (A) all substitutions, replacements, and accessions to the JOA - Exhibit "I" 2 property of such Non-operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator in all movable property now or hereafter located upon or used in connection with the Contract Area, whether corporeal or incorporeal; (B) 8) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator in connection with the Contract Area, or the Hydrocarbons produced from or attributable to the the. Contract Area, whether . now owned and and. existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract Area; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator in and to the contracts, agreements, permits, licenses, rights-of-way, way,- and similar rights and privileges that relate to or are appurtenant to the Contract Area, including the following:

Security Interest in Favor of the Operator. To For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants and agreements contained in this Agreement, each Non-Operator, to secure the complete and timely performance of and payment by each such Non-operator Operator to the Operator of all obligations and indebtedness of every kind and natureindebtedness, whether now owed by such Non-operator or hereafter arising, of such Non-Operators to the Operator pursuant to this Agreement, each such Non-operator hereby Operator grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquiredacquired or arising, in and to (a) all Hydrocarbons oil, gas, and other minerals produced from the lands or offshore blocks covered by the Contract Area or attributable to the Leases or the Contract Area when produced, ; (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons oil, gas, and other minerals (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons oil, gas and other minerals at the wellhead), ; (c) all cash or other proceeds from the sale of such Hydrocarbons oil, gas, and other minerals once produced, ; and (d) all Platforms and Development Facilitiesplatforms, wells, facilities, fixtures, tools, tubular goods, other corporeal personal property, whether movable xx xmmovable, whether now or .hereafter hereafter placed on the lands Leases or offshore blocks covered by the Contract Area or maintained or used or obtained for use in connection with the ownership, use or exploitation of the Leases or the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Leases or the Contract Area Area, and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof, excluding, however, any platforms, wells, facilities, fixtures, equipmxxx xr property located on the Leases or the Contract Area and used exclusively in connection with the ownership, use or exploitation of acreage or depths not included within the Leases or Contract Area. The interest of the Non-operators Operators in and to the oil oil, gas, and gas other minerals produced from or attributable to the Contract Area Leases when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells located on the Contract Leases or the Xxxxxact Area. To the extent susceptixxx xnder permissible under applicable law, the security interest granted by each Non-operator Operator hereunder covers: (Aa) all substitutions, replacements, and accessions to the property of such Non-operator Operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator Operator in all movable personal property now or hereafter located upon or used in connection with the Contract Area, whether corporeal tangible or incorporealintangible, except for property used exclusively in connection with acreage or depths not included in the Leases or Contract Area as aforesaid; (Bb) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator Operator in connection with the Leases or the Contract Area, or the Hydrocarbons oil, gas and other minerals produced from or attributable to the Leases or the Contract Area, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each of the Non-operator Operators in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise to the extent that it holds, owns, or controls any interest in the Contract Area; and (Cc) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Leases or the Contract Area, including the following:

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator Operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator Operator or hereafter arising, pursuant to this Agreement, each Non-operator Operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons hydrocarbons produced from the lands or offshore blocks covered by the Contract Area Lease or attributable to the Contract Area Lease when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons hydrocarbons (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons hydrocarbons at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons hydrocarbons once produced, and (d) all Platforms and Development Facilities, wells, fixtures, other corporeal propertyxxxxxrty, whether movable xx xmmovableor immovable, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Contract Area Lease or maintained or used in connection with the ownership, use or exploitation of the Contract AreaLease, and other surface and sub-surface equipment of any kind or character located on or attributable to the Contract Area Lease and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators Operators in and to the oil and gas produced from or attributable to the Contract Area Lease when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells located on the Contract AreaLease. To Xx the extent susceptixxx xnder susceptible under applicable law, the security interest granted by each Non-operator Operator hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator Operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator Operator in all movable property now or hereafter located upon or used in connection with the Contract AreaLease, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator Operator in connection with the Contract AreaLease, or the Hydrocarbons hydrocarbons produced from or attributable to the Contract AreaLease, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator Operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract AreaLease; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator Operator in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Contract AreaLease, including the following: (1) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A," to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to all or any portion of the Lease, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion of the Lease; (2) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all presently existing and future advance payment agreements, and oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A," to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Lease; and (3) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Lease.

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator or hereafter arising, pursuant to this Agreement, each Non-operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons oil and gas produced from the lands or offshore blocks covered by the Contract Area Lease or attributable to the Contract Area Lease when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons oil and gas (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons oil and gas at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons oil and gas once produced, and (d) all Platforms and Development Processing Facilities, wells, fixtures, other corporeal property, whether movable xx xmmovableor immovaxxx, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Contract Area Lease or maintained or used in connection with the ownership, use or exploitation of the Contract AreaLease, and other surface and sub-surface equipment of any kind or character located on or attributable to the Contract Area Lease and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. , The interest of the Non-operators in and to the oil and gas produced from or attributable to the Contract Area Lease when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells located on the Contract AreaLease. To the extent susceptixxx xnder applicable lawsusceptible under applicabxx xxw, the security interest granted by each Non-operator hereunder covers: covers (A) all substitutions, replacements, and accessions to the property of such Non-operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator in all movable property now or hereafter located upon or used in connection with the Contract AreaLease, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator in connection with the Contract AreaLease, or the Hydrocarbons oil and gas produced from or attributable to the Contract AreaLease, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator in any partnership, tax partnership, limited partnership, association, joint ventureMODEL FORM OF OFFSHORE OPERA11NG AGREEMENT xxxxxxx, or other entity or enterprise that holdsxx xxxxx xxxxxx xx xxxxxxxxxx xxxx xxxxx, ownsxxxx, or controls any interest in the Contract AreaLease; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator in and to the contracts, agreements, permits, licenses, license rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Contract AreaLease, including the following: (1) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired arising, in, to, and under or derived from any present or future operating, farmout bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A," to the extent, and only the extent that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, when now owned and existing or hereafter acquired or arising, in and to all or any portion of the Lease, and all units created any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or oil official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover include all or any portion of the Lease; (2) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired arising, in, to, and under or derived from all presently existing and future advance payment agreements, and oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts a agreements that are described on Exhibit "A," to the extent, and only to the extent, those contracts and agreement cover include all or any portion of the Lease; and (3) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired arising, in, to, and under or derived from all existing and future permits, licenses, rights-of-way, and similar rights a privileges that relate to or are appurtenant to the Lease.

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator Operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator Operator or hereafter arising, pursuant to this Agreement, each Non-operator Operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons hydrocarbons produced from the lands or offshore blocks covered by the Contract Area Lease or attributable to the Contract Area Lease when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons hydrocarbons (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons hydrocarbons at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons hydrocarbons once produced, and (d) all Platforms and Development Facilities, wells, fixtures, other corporeal property, whether movable xx xmmovableor immoxxxxx, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Contract Area Lease or maintained or used in connection with the ownership, use or exploitation of the Contract AreaLease, and other surface and sub-surface equipment of any kind or character located on or attributable to the Contract Area Lease and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators Operators in and to the oil and gas produced from or attributable to the Contract Area Lease when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells located on the Contract AreaLease. To the extent susceptixxx xnder applicable susceptible under applxxxxxe law, the security interest granted by each Non-operator Operator hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator Operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator Operator in all movable property now or hereafter located upon or used in connection with the Contract AreaLease, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator Operator in connection with the Contract AreaLease, or the Hydrocarbons hydrocarbons produced from or attributable to the Contract AreaLease, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator Operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract AreaLease; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator Operator in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Contract AreaLease, including the following: (1) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A," to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to all or any portion of the Lease, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion of the Lease; (2) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all presently existing and future advance payment agreements, and oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A," to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Lease; and (3) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Lease.

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator or hereafter arising, pursuant to this Agreement, each Non-operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons oil, gas and other minerals produced from the lands or offshore blocks covered by the Leases within the Contract Area or attributable to the Leases within the Contract Area when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons oil, gas and other minerals (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons oil, gas and other minerals at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons oil, gas and other minerals once produced, and (d) all Platforms and Development Facilities, wellswxxxx, fixtures, other corporeal property, whether movable xx xmmovableor immovable, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Leases within the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Leases within the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Leases within the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators in and to the oil and gas produced from or attributable to the Leases within the Contract Area when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells wxxxx located on the Leases within the Contract Area. To the extent susceptixxx xnder susceptible under applicable law, the security interest granted by each Non-operator hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator in all movable property now or hereafter located upon or used in connection with the Leases within the Contract Area, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator in connection with the Leases within the Contract Area, or the Hydrocarbons oil, gas and other minerals produced from or attributable to the Leases within the Contract Area, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Leases within the Contract Area; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Leases within the Contract Area, including the following: (1) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A," to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to all or any portion of the Leases within the Contract Area, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion of the Leases within the Contract Area; (2) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all presently existing and future advance payment agreements, and oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A," to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Leases within the Contract Area; and (3) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Leases within the Contract Area.

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator Non‑Operating Party of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator Operating Party or hereafter arising, pursuant to this Agreement, each Non-operator Non‑Operating Party hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons oil and gas produced from the lands or offshore blocks covered by the Leases or the Contract Area or attributable to the Leases or the Contract Area when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons oil and gas (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons oil and gas at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons oil and gas once produced, and (d) all Platforms and Development FacilitiesSystems, wellsxxxxx, facilities, fixtures, tools, tubular goods, other corporeal personal property, whether movable xx xmmovable, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Leases or the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Leases or the Contract Area, and other surface and sub-surface sub‑surface equipment of any kind or character located on or attributable to the Leases or the Contract Area Area, and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators Non‑Operating Parties in and to the oil and gas produced from or attributable to the Leases or the Contract Area when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells xxxxx located on the Leases or the Contract Area. To the extent susceptixxx xnder susceptible under applicable law, the security interest granted by each Non-operator Non‑Operating Party hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator Non‑Operating Party described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-operator Non‑Operating Party in all movable personal property now or hereafter located upon or used in connection with the Contract Area, whether corporeal tangible or incorporealintangible; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator Non‑Operating Party in connection with the Leases or the Contract Area, or the Hydrocarbons oil and gas produced from or attributable to the Leases or the Contract Area, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator Non‑Operating Party in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract Area; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator Operating Party in and to the contracts, agreements, permits, licenses, rights-of-wayrights‑of‑way, and similar rights and privileges that relate to or are appurtenant to the Leases or the Contract Area, including the following: (1) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A," to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to all or any portion of the Leases or the Contract Area, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion of the Leases or the Contract Area; (2) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all presently existing and future advance payment agreements, and oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A," to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Leases or the Contract Area; and (3) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights‑of‑way, and similar rights and privileges that relate to or are appurtenant to the Leases or the Contract Area.

Security Interest in Favor of the Operator. To secure the complete and timely performance of and payment by each Non-operator of all obligations and indebtedness of every kind and nature, whether now owed by such Non-operator or hereafter arising, pursuant to this Agreement, each Non-operator hereby grants to the Operator a continuing security interest in and to all of its rights, titles, interests, claims, general intangibles, proceeds, and products thereof, whether now existing or hereafter acquired, in and to (a) all Hydrocarbons produced from the lands or offshore blocks covered by the Contract Area or attributable to the Contract Area when produced, (b) all accounts receivable accruing or arising as a result of the sale of such Hydrocarbons (including, without limitation, accounts arising from gas imbalances or from the sale of Hydrocarbons at the wellhead), (c) all cash or other proceeds from the sale of such Hydrocarbons once produced, and (d) all Platforms and Development Facilities, wells, fixtures, other corporeal property, whether movable xx xmmovableor immovable, whether now or .hereafter hereafter placed on the lands or offshore blocks covered by the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof. The interest of the Non-operators in and to the oil and gas Hydrocarbons produced from or attributable to the Contract Area when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells located on the Contract Area. To the extent susceptixxx xnder suscxxxxxle under applicable law, the security interest granted by each Non-operator hereunder covers: (A) all substitutions, replacements, and accessions to the property of such Non-operator described herein and is intended to cover all of the STWDJOA - Exhibit "I" rights, titles and interests of such Non-Non operator in all movable property now or hereafter located upon or used in connection with the Contract Area, whether corporeal or incorporeal; (B) all rights under any gas balancing agreement, farmout rights, option farmout rights, acreage and cash contributions, and conversion rights of such Non-operator in connection with the Contract Area, or the Hydrocarbons produced from or attributable to the Contract Area, whether now owned and existing or hereafter acquired or arising, including, without limitation, all interests of each Non-operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract Area; and (C) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, of each Non-operator in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Contract Area, including the following: (1) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A," to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to all or any portion of the Contract Area, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion of the Contract Area; (2) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all presently existing and future advance payment agreements, and oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A," to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Contract Area; and (3) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to the Contract Area.