Common use of Security Clause in Contracts

Security. (a) On and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. Subject to the limitations set forth below and other exceptions, if any, to be agreed upon, the First Lien Notes and the First Lien Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer and each First Lien Note Guarantor, in each case whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”), including but not limited to: (a) On and after a perfected first-priority pledge of all the Effective Dateequity interests directly held by the Issuer or any First Lien Note Guarantor (which pledge, in the Obligations case of any foreign subsidiary, shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (limited to 100%) % of the issued non-voting equity interests (if any) and outstanding Equity Interests 65% of each existing and future Domestic Subsidiary the voting equity interests of Borrower that are owned by a Credit Partysuch foreign subsidiary), (iib) Proved Mineral Interests owned by Borrower a lien on cash, deposit accounts and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries securities accounts, and (iiic) perfected first-priority security interests in, and mortgages on, substantially all of the other material personal property owned tangible and intangible assets of the Credit Parties Issuer and each First Lien Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), but only so long as such grant or perfection would violate any such law or contract, and (z) other exceptions consistent with the Opco First Lien Notes Documentation Principles; and provided that the pledge of equity interests and other securities will be subject to certain exceptions customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Opco First Lien Notes Documentation Principles. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Holdings or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Senior Facilities and the First Lien Notes will be set forth in the Security Instruments)First Lien Intercreditor Agreement, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower which shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, provide that (i) the applicable Credit Party’s interests indebtedness outstanding under the Senior Facilities and the First Lien Notes are pari passu in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments respects, and (ii) Borrower unless there is a Market Financing, the indebtedness outstanding under the Senior Facilities and the First Lien Notes shall notvote together as a single class, including in respect of directing the Collateral Agent in respect thereof. The relative rights and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by priorities in the terms Collateral for each of the various Security InstrumentsSenior Facilities, the Credit Parties are First Lien Notes and the Second Lien Notes will be assigning to Administrative Agent for set forth in the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any First Lien/Second Lien granted thereunderIntercreditor Agreement.

Security. (a) On The Company will, for the benefit of the Common Security Trustee on behalf of the Trustee and after the Effective Holders of the Notes, pledge, or will cause each initial Subsidiary Guarantor Pledgor to pledge, the Lien over the Capital Stock of all Restricted Subsidiaries (other than Restricted Subsidiaries that are organized under the Laws of the PRC and the Other Non-Guarantor Subsidiaries) held by it (subject to Permitted Liens and the Intercreditor Agreement) on the Exchange Date, in order to secure the Obligations obligations of the Company under the Notes and this Indenture and of such initial Subsidiary Guarantor Pledgor under its Subsidiary Guarantee. Neither the Trustee nor any of its officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents or the Intercreditor Agreement, for the creation, perfection, priority, sufficiency or protection of any of the Liens, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so. The Company and the applicable Subsidiary Guarantor Pledgor shall be secured by first prepare and prior file any relevant statements to maintain the validity and (if relevant) perfection of the Liens covering or security interest. (b) The Company and encumbering each initial Subsidiary Guarantor Pledgor will, for the benefit of the Holders of the Notes: (i) execute one hundred percent or more Security Documents granting to the Common Security Trustee, for the benefit of the Trustee and the Holders of the Notes, Liens on relevant Collateral (100%subject to any Permitted Liens and the Intercreditor Agreement); and (ii) take all requisite steps under applicable laws and undertake other required procedures in connection with the granting and perfection (if relevant) of the issued Lien on relevant Collateral (subject to any Permitted Liens and outstanding Equity Interests the Intercreditor Agreement); and (iii) promptly deliver to the Trustee an Officers’ Certificate stating that entry into the Security Documents has been duly and validly authorized and an Opinion of Counsel to the effect that (A) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Security Documents and all other instruments of further assurance as is necessary to make effective and to (if relevant) perfect the Lien (subject to Permitted Liens and the Intercreditor Agreement) created by the Security Documents in the Collateral referenced in this clause (b) and reciting the details of such action, or (B) in the opinion of such counsel, no such action is necessary to make such Lien (subject to Permitted Liens and the Intercreditor Agreement) effective; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact and all Opinions of Counsel delivered pursuant to this Section 10.01(b) may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral referenced in this clause (b). (c) The initial Subsidiary Guarantor Pledgors are listed on Schedule II hereto. (d) So long as the Notes are secured by the Collateral, the Company and each existing initial Subsidiary Guarantor Pledgor will, at least annually after the execution and future Domestic delivery of this Indenture, furnish to the Trustee an Opinion of Counsel dated on and as of the anniversary date of this Indenture either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, rerecording, and refiling of this Indenture as is necessary to maintain the Lien of such indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien. (e) So long as no Payment Default has occurred and is continuing, and subject to the terms of the Security Documents and this Indenture, the Company and the Subsidiary Guarantor Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive and retain any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Borrower that are owned by a Credit PartyCapital Stock constituting Collateral. (f) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Indebtedness, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value time, order or method of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and attachment of any Liens, (iii) substantially all the time or order of the other material personal property assets filing or recording of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (each duly authorized and, as applicable, executediv) as Administrative Agent shall deem necessary the time of taking possession or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and control over any Collateral or (v) the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements rules for determining priority under the Uniform Commercial CodeCode or any other law of any relevant jurisdiction governing relative priorities of secured creditors, assignments and/or continuation statements as necessary from time to time the Company and the Subsidiary Guarantor Pledgors will ensure that: (in Administrative Agent’s discretion) to perfect (or continue perfection ofA) the Liens granted pursuant to the Loan Papers. (b) On Security Documents will rank at least equally and ratably with all other valid, enforceable and perfected Liens, whenever granted upon any present or before each Determination Date after the Effective Datefuture Collateral, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (but only to the extent purported such other Liens are permitted under this Indenture to be subject exist and to rank equally and ratably with the Security AgreementNotes and the Subsidiary Guarantees; and (B) to be subject to the Lien all proceeds of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies Collateral applied under the Security Instruments Documents shall be allocated and distributed as set forth in Section 6.11. Unless required by applicable laws, the Trustee shall not be responsible for making any deductions or a release withholding in respect of taxes or other governmental charges in respect of any Lien granted thereunderamounts paid by the Trustee from the proceeds of the Collateral.

Security. (a) On As security for the payment of its obligations hereunder, each Maker hereby grants to the Payee a security interest in all of its (and, the case of HOI Kansas and HOI Utah, each of their future series) now owned and after acquired assets of every type and kind, including Accounts, Chattel Paper, Documents, Equipment, Fixtures, General Intangibles, Instruments, Inventory and all other personal property and Proceeds of each of the Effective Dateforegoing (the "Collateral") with all capitalized words in this sentence (other than Collateral, Payee and Maker) having the Obligations shall be meaning given to that term by the Uniform Commercial Code as in effect on the date of this Agreement and as amended from time to time in the State of Delaware (the "UCC"). This Note and Agreement is also secured by mortgages and deeds of trust made by certain Makers in favor of Payee as of the date hereof. The existence of such security shall not limit any other rights or remedies which Payee may have in the event of a default hereunder. By its signatures hereon, each Maker hereby irrevocably authorizes Payee to file against such Maker one or more financing, continuation or amendment statements pursuant to the UCC in form satisfactory to Payee, in all jurisdictions in which such filing is deemed by Payee to be necessary or desirable in order to perfect, preserve and protect its security interests, including by description of “all assets” or “all personal property”. If required by the Payee, each Maker will execute and deliver to Payee all documentation necessary for the Payee to obtain and maintain perfection of its security interests in the collateral covered by this Note and Agreement. (b) Without limiting the generality of this Section, each Maker further agrees that with respect to each item of Collateral as to which (A) the creation of a valid and enforceable security interest is not governed exclusively by the UCC or (B) the perfection of a valid and enforceable security interest therein under the UCC cannot be accomplished either by Payee taking possession thereof or by the filing in appropriate locations of appropriate UCC financing statements executed by or on behalf of such Maker, each Maker will at its expense execute and deliver to Payee such documents, agreements, notices, assignments and instruments and take such further actions as may be requested by Payee from time to time for the purpose of creating a valid and perfected first priority lien on such item, enforceable against such Maker and prior Liens covering all third parties to secure the loan evidenced by this Note and encumbering Agreement. (c) Each Maker represents and warrants to Payee that (in the case of (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party), (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii), except as expressly set forth in the Company’s Disclosure Schedule) substantially (i) it has good and marketable title to the Collateral, (ii) except for the security interest granted hereunder to and created in favor of Payee, all the Collateral is free and clear of any lien except for current taxes and assessments not yet due and payable, (iii) this Note and Agreement, together with the filing in the appropriate jurisdictions of duly completed UCC financing statements indicating the Collateral, creates and at all times shall constitute a valid and perfected first priority security interest in and lien upon the Collateral in favor of the other material personal property assets Payee to the extent a security interest therein can be perfected by such filings, (iv) it will defend the Collateral against all claims and demands of all persons at any time claiming the Credit Parties same or any interest therein and (subject to certain exceptions v) the exact legal name of Maker and the state of its incorporation or formation is as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit initial paragraph of each Bank, the Security Agreement this Note and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersAgreement. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, Borrower will cause the Obligations shall to be secured by first and prior Liens covering Antero will execute and encumbering (i) one hundred percent (100%) of deliver to the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bankthe Secured Parties, the Security Agreement and (i) Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant amendments to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicableMortgages) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and executed, as applicable) as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect, on a pari passu basis with respect to the Obligations and the Antero Resources Obligations, Liens in Oil and Gas Interests of Antero having an Engineered Value equal to or greater than the Minimum Collateral Amount and (ii) security agreements in form and substance reasonably acceptable to the Administrative Agent (or amendments to security agreements) together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) and control agreements as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect Liens in certain personal property of Antero or any “Restricted Subsidiary” of Antero under and as defined in the Liens required by Section 5.1(aAntero Resources Credit Agreement, as the case may be, subject only to Permitted Liens. (b) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible execute and intangible personal property of Borrower and each Restricted Subsidiary (deliver to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contraryAdministrative Agent, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products security agreements in form and proceeds accruing substance reasonably acceptable to the property covered thereby and are and will be providing to Administrative Agent various control (or amendments to security agreements) together with such other assignments, powers of attorney conveyances, amendments, agreements and other rights writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) and control agreements as the Administrative Agent shall deem necessary or appropriate to exercise control over such collateral grant, evidence and perfect Liens in certain personal property of Borrower or any other collateral covered by any of Restricted Subsidiary, as the Security Instrumentscase may be, so long subject only to Permitted Liens. (c) Within 15 days after the Effective Date (or such longer time as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject acceptable to the Security Instruments, provided that such forbearance by Administrative Agent in its sole discretion), Borrower and each Guarantor agrees to execute and deliver, or cause to be executed and delivered, such amendments to, or amendment and restatements of, the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably require in connection with the Transactions. (d) So long as any Obligations are outstanding and the Commitments have not exercising its rights been terminated (other than any provisions of the Loan Documents which by their terms expressly survive the termination of the Loan Documents) the Liens and remedies under Collateral securing the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under Antero Resources Obligations must also secure the Security Instruments or a release of any Lien granted thereunderObligations.

Security. (a) On In order to secure the Indenture Obligations equally and after ratably with the Effective DateExisting Credit Facility Obligations and Obligations in respect of the Existing Senior Secured Notes and, with respect to certain of the Collateral, the Obligations shall be secured by first Existing ARCO Chemical Debt, the Company will, and will cause each of its Restricted Subsidiaries named in any Existing Security Document as a party thereto, to execute and deliver to the Collateral Agent prior Liens covering and encumbering (i) one hundred percent (100%) of to the issued and outstanding Equity Interests of Issue Date each existing and future Domestic Subsidiary of Borrower that are owned by Existing Security Document to which it is a Credit Party, (ii) Proved Mineral Interests owned by Borrower party. The Company and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of shall comply with all Proved Mineral Interests owned by Borrower covenants and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth agreements contained in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before Documents the Effective Date, Borrower shall deliver, or cause failure to comply with which would have a material and adverse effect on the Liens purported to be deliveredcreated thereby, unless such failure to Administrative Agentcomply is waived by the requisite lenders under the Existing Credit Facility if, for the ratable benefit of each Bankafter that waiver, the Security Agreement and Mortgages Company is in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together compliance with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers4.12. (b) On or before The Trustee and each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit holder of each Bank, Mortgages in form Note by its acceptance of that Note acknowledges and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.agrees that: (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands this Indenture, as originally executed and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered delivered by the Security Instruments and (ii) Borrower shall notparties hereto, and shall does not permit any of its Restricted Subsidiaries to, permit to exist create any Lien on any Building property or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.securities which secures the Indenture Obligations or this Indenture; (eii) Notwithstanding thatthe Existing Security Documents, when executed and delivered by the parties thereto, will comply with the provisions of Section 4.12; (iii) the Existing Security Documents provide, and any Security Document that becomes effective after the Issue Date, may provide, that the Liens created thereby or thereunder automatically will be released and extinguished with respect to any property or security that is transferred or otherwise disposed of in accordance with the terms of the various Security InstrumentsExisting Credit Facility, including any property or security that is the subject of a Major Asset Sale and is transferred to a Subject Asset Transferee; (iv) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, the Company and the Collateral Agent may amend, modify, supplement or terminate any Security Document as long as the Company remains in compliance with Section 4.12; (v) as among the Trustee and the holders of Indenture Obligations and the lenders under the Existing Credit Parties are Facility and the Collateral Agent, those lenders and the Collateral Agent will be assigning have the sole ability to Administrative Agent control and obtain remedies with respect to all Collateral (including on sale or liquidation of any Collateral after acceleration of the Notes, the Existing Senior Secured Notes, the Existing Credit Facility Obligations or the Existing ARCO Chemical Debt) without the necessity of any consent of or notice to the Trustee or any such holder; (vi) any or all Liens granted under the Security Documents for the benefit of the Secured Parties all Holders will be automatically released, without the necessity of any consent of the Hydrocarbon productionTrustee or any Holders, products and proceeds accruing upon a release of such Lien or Liens pursuant to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any terms of the Security Instruments, so long as no Event of Default has occurred Documents and the Existing Credit Facility or if such release is continuing approved by the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies requisite lenders under the control agreements, powers of attorney and other Existing Credit Facility. (vii) the relative rights and remedies to collect or control any of the collateral holders of Indenture Obligations and the holders of Indebtedness or other obligations secured by Liens on the Collateral are governed by, and are subject to the terms and conditions of, the Security InstrumentsDocuments and not this Indenture; and (viii) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreementsCompany may, powers on behalf of attorney and other rights and remedies to collect itself or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies Restricted Subsidiaries, request and instruct the Collateral Agent to, on behalf of each secured party under the Security Instruments or a release Documents, (A) execute and deliver to the Company, for the benefit of any Lien granted thereunderPerson, such release documents as the Company may reasonably request, of all liens and security interests held by the Collateral Agent in such assets, and such Person shall be entitled to rely conclusively on such release document, and (B) deliver any such assets in the possession of the Collateral Agent to the Company.

Security. In order to secure the repayment of the Principal Amount and any accrued and unpaid Interest (a) On and after the Effective Dateas defined below), the Obligations shall be secured by first Company agrees to create in accordance with the terms and prior Liens covering and encumbering (i) one hundred percent (100%) the conditions of the issued and outstanding Equity Interests of each existing Pledge Agreement a first priority UCC secured pledge on the Company’s present and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property assets and rights of Borrower any kind whether contingent or absolute, including the execution of an Account Control Agreement solely with bank Leumi of New York, provided, however, that the Company shall not maintain funds through Company's current accounts in other banks than in Bank Leumi USA, accounts’ numbers: 2200474202, 2200474218 and each Restricted Subsidiary ▇▇▇▇▇▇▇▇▇▇ (such accounts referred to the extent purported to be subject to the Security Agreement) to be subject to the Lien as “Other Accounts” and “Leumi Accounts”, respectively, and together “Current Accounts”. Other Accounts are listed in Schedule 1.6), in excess of the Security Agreement including aggregate amount of US$ 1,500,000 in all Hedge Agreements Other Accounts; and Hedge Transactions entered into by Borrower Wintegra Israel agrees to create, in accordance with the terms and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any the conditions of the Loan Papers to the contraryFloating Charge Agreement, in no event is a first ranking floating charge on its present and future tangible and intangible assets and rights of any Building kind whether contingent or absolute (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instrumentstogether, the Credit Parties are and will be assigning to Administrative Agent “Floating Charge”) for the benefit of the Secured Parties all Lenders and for the benefit of the Hydrocarbon productionentities listed as co-lenders in Schedule 1 hereto (the “Co-lenders”). The Floating Charge will rank senior to any other form of security interest on the assets of the Company and of Wintegra Israel. From time to time Plenus may demand, products and proceeds accruing the Company or Wintegra Israel, or any of their respective subsidiaries in case there shall be such), shall execute, such additional documents as may be reasonably necessary to maintain the property covered thereby Lenders’ Floating Charge. It is expressly provided that the Company shall not maintain funds, securities or deposits through any new accounts opened by the Company as of the date hereof (“New Accounts”), without the prior written consent of Plenus. Plenus may require the execution and are and will be providing to Administrative Agent various control agreements, powers deliverance of attorney and other rights to exercise control over such collateral an Account Control Agreement or any other collateral covered by any of the Security Instrumentsreasonable requirement or arrangement with respect to such New Accounts as a condition for such consent. The co-lenders, so long lenders and beneficiaries listed in Schedule 1 hereby appoint Plenus as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject their agent with respect to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under security interest granted to the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies secured parties hereunder under the Security Instruments or a release of any Lien granted thereunderand Pledge Agreement.

Security. (a) On As security for the full and after the Effective Datetimely payment and performance of all Obligations, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries all other Loan Parties to, deliver on or before the Closing Date, do or cause to Administrative Agent, for be done all things necessary in the ratable benefit opinion of each Bank, Mortgages in form and substance acceptable to the Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required counsel to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted hereunder. Without limiting the foregoing, on the Closing Date the Borrower shall deliver, and shall cause each Guarantor (other than, solely with respect to the Security Agreement, Mid-State Homes and ▇▇▇▇▇▇ Mortgage Company) to deliver, to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a) if such party has rights in any Pledged Interests (i) the Pledge Agreement which shall pledge all of the Hydrocarbon production, products and proceeds accruing Pledged Interests held by such party to the property covered thereby and are and will be providing to Administrative Agent various control agreementsfor the benefit of the Secured Parties, and (ii) if such Pledged Interests are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents indorsed in blank pertaining thereto, (b) the Security Agreement, which shall pledge to the Administrative Agent for the benefit of attorney the Secured Parties certain personal property of the Borrower and the Guarantors more particularly described therein, (c) if such party has a fee interest in any of the real property set forth on Schedule 3.01, a Mortgage with respect thereto and such Mortgaged Property Support Documents as the Administrative Agent may request, (d) if such party has any leasehold interest in, or other grant of, mineral rights relating to exercise control over the Coal mining or natural gas operations of any Coal Mining Entity, a Mineral Rights Mortgage with respect thereto and such collateral Mortgaged Coal Property Support Documents as the Administrative Agent may request, (e) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties on the Pledged Interests and all other Collateral, and shall take such further action and deliver or any other collateral covered cause to be delivered such further documents as required by any the Security Instruments or otherwise as the Administrative Agent may request to effect the transactions contemplated by this Article III. The Borrower shall also, and shall cause each Guarantor, to pledge to the Administrative Agent for the benefit of the Secured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests acquired or created after the Closing Date and held by such party, or otherwise acquired by such party and not theretofore pledged to the Administrative Agent for the benefit of the Secured Parties, and to deliver to the Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 7.12 and of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are substantially all assets owned by a Credit PartyBorrower and each of its Subsidiaries, (ii) Proved including, without limitation, all Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existSubsidiaries. On or before the Effective Closing Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, Agent for the ratable benefit of each Bank, the a Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, Borrower together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in substantially all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required assets owned by this Section 5.1(a). Borrower hereby authorizes Administrative AgentBorrower, and its agentsincluding, successors and assignswithout limitation, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersMineral Interests owned by Borrower. (b) On or before each Determination Redetermination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shallshall execute and deliver to Administrative Agent, and shall cause each of its Restricted Subsidiaries to, to execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages granting, evidencing and perfecting the Liens required by Section 6.1 (a) preceding with respect to all Mineral Interests acquired by Borrower or any Subsidiaries of Borrower on or subsequent to the last date on which Borrower or any of its Subsidiaries were required to execute and deliver Mortgages pursuant to this Section 6.1, or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in form favor of Administrative Agent for the ratable benefit of Banks. (c) On the date of the creation or acquisition by Borrower or any Subsidiary of Borrower of any Subsidiary of Borrower (a "New Subsidiary"), Borrower shall cause such New Subsidiary to execute and substance acceptable deliver to Administrative Agent for the ratable benefit of the Banks, a Security Agreement and duly executed by Borrower and such Restricted Subsidiaries (as applicable) one or more Mortgages, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitations UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant prior Liens on Mineral Interests other than their Proved substantially all assets, including, without limitation, all Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into , owed by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted such New Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a1) On and after In each case, subject to Permitted Exceptions, by the Effective Dateapplicable dates specified below, the Obligations Borrowers shall provide, or cause to be secured provided by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except thatGuarantors, in each case, Permitted Encumbrances may exist. On or before to the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for and on behalf of the ratable benefit Lenders, as continuing collateral security for the present and future indebtedness and liability of each Bankthe Borrowers and the obligations of the Guarantors under the Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the Security Agreement and Mortgages following security (the “Security”), in form and substance acceptable satisfactory to the Administrative Agent and duly executed by such Credit PartyAgent, acting reasonably, together with such other assignmentsany relevant reasonably required power of attorney, conveyancesregistrations, amendments, agreements filings and other writingssupporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (a) a Guarantee, including UCC-1 financing statements which guarantees shall be reaffirmed as of the Effective Date pursuant to Section 23.01; (each duly authorized andb) general security agreements (which, for greater certainty, shall not include a hypothec with respect to moveable property located in the Province of Québec) dated as of the Original Closing Date or thereafter if such Person became a Loan Party thereafter, and reaffirmed as of the Effective Date pursuant to Section 23.01, constituting a security interest in all personal property (or moveable property, as applicable) and assets of the Loan Parties (including all contract rights, executedinventory, accounts, general intangibles, Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which security interest shall be of first priority, subject, if and to the extent applicable, to any Permitted Encumbrances (each being a “Security Agreement”), and subject to the grace periods specified in each Security Agreement and in connection with deposit accounts, Section 7.01(15)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; and (c) within 60 days following the acquisition of any Material Owned Real Property, debentures, mortgages, deeds of trust or deeds to secure debt (or immoveable hypothec, as Administrative Agent shall deem necessary applicable) constituting a charge on such real property (or appropriate to grantimmoveable property, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests as applicable) of Borrower and the other Credit Loan Parties (as required determined by this Section 5.1(a). Borrower hereby authorizes the Administrative Agent), which charge shall be a first ranking and its agentsexclusive charge, successors subject, if and assignsto the extent applicable, to file any and all necessary financing statements under the Uniform Commercial CodePermitted Encumbrances (each being a “Debenture”). (2) Subject to Permitted Exceptions, assignments and/or continuation statements as necessary Open Text will from time to time at its expense duly authorize, execute and deliver (in or cause the applicable Loan Party to authorize, execute and deliver) to the Administrative Agent such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Administrative Agent’s discretion) to perfect (, or continue perfection of) any Lender or the Liens Collateral Agent by the Credit Documents and of the rights and remedies therein granted pursuant to the Administrative Agent, or any Lender or the Collateral Agent, including the filing of financing statements or other documents under any Law with respect to the Encumbrances created thereby. The Loan Papers. (b) On or before each Determination Date after Parties acknowledge that the Credit Documents have been prepared on the basis of Law in effect on the Effective Date, and at such other times as that changes to Law may require the execution and delivery of different forms of documentation, and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be amended, supplemented or Required Banks shall reasonably request, Borrower replaced (and Open Text shall, and or shall cause its Restricted Subsidiaries tothe applicable Loan Party to duly authorize, execute and deliver to the Administrative AgentAgent any such amendment, for supplement or replacement reasonably requested by the ratable benefit Administrative Agent with respect to any of the Credit Documents) within 30 days of written request therefor (i) to reflect any change in Law, whether arising as a result of statutory amendments, court decisions or otherwise; (ii) to facilitate the creation and registration of appropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Administrative Agent Encumbrances similar to the Encumbrances created or intended to be created by the Credit Documents. Without limiting the generality of this Section 2.12(2), the Loan Parties agree that if any such actions shall be required under applicable law as a result of the amendment and restatement of the Existing Credit Agreement into the form of this Agreement on the Effective Date, they shall promptly, or shall cause the applicable Loan Party to promptly, duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or replacement reasonably requested by the Administrative Agent with respect to any of the Credit Documents. (3) With respect to each BankMortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under Flood Insurance Laws, Mortgages the applicable Loan Party (A) will maintain, with financially sound and reputable insurance companies, such flood insurance in such total amount as the Administrative Agent and Lenders may from time to time reasonably require to the extent customarily maintained by similar businesses operating in the same or similar locations, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon request of the Administrative Agent on behalf of any Lender, will deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writingsLender, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and of annual renewals of such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestsinsurance. (c4) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (a) Notwithstanding anything to the extent purported to be subject to contrary in Section 2.12(1)(d) (including the Security Agreementtime period set forth therein) to be subject to the Lien of the Security or this Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, the Administrative Agent shall not enter into any Debenture in no event is respect of any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned Material Owned Real Property acquired by any Credit Borrower or any other Loan Party included after the Closing Date until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If the Lenders have not informed the Administrative Agent and Open Text of any outstanding flood diligence requirements by the date that is forty (45) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents in the Mortgaged Property and no Building or Manufactured respect of such real property (Mobile) Home which documents shall be encumbered delivered by any Security Instrument; provided, that the Administrative Agent to the Lenders promptly after receipt thereof): (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and a completed flood hazard determination from a third party vendor; (ii) Borrower shall not, if such Material Owned Real Property is located in a “special flood hazard area,” (A) a notification to the applicable Loan Party of that fact and shall (if applicable) notification to the applicable Loan Party flood insurance coverage is not permit any available and (B) evidence of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, the receipt by the terms applicable Loan Party of such notice; and (iii) if such notice is required to be provided to the various Security Instrumentsapplicable Loan Party and flood insurance is available in the community in which such Material Owned Real Property is located, evidence of required flood insurance with respect to any such Mortgage, the Credit Parties are and Lenders will be assigning deemed to have completed their flood insurance due diligence and flood insurance compliance and to have consented to such Debenture. Notwithstanding anything to the contrary in this Section 2.12 or this Agreement, in respect of any Material Owned Real Property subject to Section 2.12(1)(d), the time period set forth in Section 2.12(1)(d) for delivery of any related Debenture shall be automatically extended to the date on which the Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing is permitted under this Section 2.12(4)(a) to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over enter into such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderDebenture.

Security. (a) On 4.1.1 In order to secure the prompt payment and after performance of the Effective DateObligations, as and when due, the Obligations Borrower hereby grants to the Collateral Agent, for the benefit of itself and the Lenders, a security interest in and Lien on the Collateral and all proceeds thereof. 4.1.2 The Borrower will cause the appropriate Person to execute and deliver to the Lenders within ninety (90) days following the request therefor (or such later date as agreed by the Required Lenders) each of the following documents and instruments at its own cost and expense: (i) Mortgages granting a Lien on all Oil and Gas Properties owned by the Borrower and each Guarantor from time to time, and the Borrower shall pay the reasonable fees and expenses of one (1) legal counsel for the Lenders in each local jurisdiction where such properties are located in connection with such mortgages; and (ii) waiver of operator’s Lien in favor of the Lenders from ImPetro Resources, LLC and ImPetro Operating, LLC. 4.1.3 All documents delivered or to be delivered hereunder shall be secured in form and substance reasonably satisfactory to the Required Lenders and their counsel. 4.1.4 All Liens to be created by delivery of the documents referred to in this Section shall be first and prior perfected Liens covering in favor of the Persons identified therein, subject only to Permitted Liens. 4.1.5 Each Lender hereby appoints T.▇. ▇▇▇▇▇▇▇ & Company, LLC as collateral agent (the “Collateral Agent”) hereunder to act on its behalf with respect to the creation, perfection and encumbering enforcement of all Liens granted to the Lenders on the Collateral and authorizes the Collateral Agent to (i) one hundred percent (100%) of execute and deliver the issued Security Documents and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit accept delivery thereof on its behalf from any Loan Party, (ii) Proved Mineral Interests owned by Borrower take such action on its behalf and its Restricted Subsidiaries that constitute not less than to exercise all rights, powers and remedies and perform the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries duties as are expressly delegated to Collateral Agent under such Security Documents and (iii) substantially all exercise such powers as are reasonably incidental thereto. The Collateral Agent, as a non-fiduciary agent for the Borrower, shall maintain a register showing the principal amount (and stated interest) of the other material personal property assets of the Credit Parties (subject Notes owing to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary Lender from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower register shall, and shall cause its Restricted Subsidiaries toabsent manifest error, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported conclusively be presumed to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements correct and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiaryaccurate. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after As security for the Effective Dateclaims of the Banks under the Credit Agreement, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets security identified in Sec. 10.1 of the Credit Parties Agreement must be provided prior to a disbursement of funds thereunder, and the Agent (subject in such capacity, the "Security Agent") undertakes the administration of such security, and shall hold in trust and administer the security on its own behalf and on behalf of the Co-Arranger. The Co-Arranger hereby irrevocably authorizes the Security Agent to certain exceptions enter into, amend and supplement all agreements which may be necessary or beneficial for the grant of the security in favour of the Banks, and to exercise all rights of control, administration and disposal under the Security Agreements. The Security Agent is hereby released from the restrictions of Sec. 181 German Civil Code in respect of all measures taken by the Security Agent pursuant to this Agreement or the Security Agreements. Any realization of security shall be undertaken by the Security Agent in its own name, but for the account of all Banks which shall cooperate in such respect with the Security Agent, by way of providing the Security Agent with all requisite documents, information and certifications, or otherwise as set forth required in this context. The Banks shall ensure that payments of proceeds of any realization of security are invariably made to the Security Agent. Any such proceeds shall be applied, first, in payment of all costs, taxes and other expenses incurred by the Security Agent and the other Banks in the Security Instruments)course of the administration of the security, except thatsecond, to the Banks in the proportion of their respective claims under the Credit Agreement until satisfaction of the claims of the Banks in full and, third, in satisfaction of any other claims of the Banks against the Borrower, in each case, Permitted Encumbrances may exist. On or before case in the Effective Date, Borrower shall deliver, or cause proportion of the Banks' claims; any excess proceeds are to be delivered, paid to Administrative the relevant grantor or grantors of security. The Security Agent may transfer the administration of the security to another security trustee which it considers to be suitable for complying with the obligations of the Security Agent, for subject to an appropriate security trust agreement to be entered into between the ratable benefit of each BankBanks and such other security trustee. Notwithstanding the foregoing, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate be entitled to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties resign from its position as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Security Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien written notification of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryCo-Arranger on sixty days' notice. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On Do, observe and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, perform or cause to be delivereddone, to Administrative Agentobserved and performed all of its obligations and all matters and things necessary or expedient and which may be legally done, observed and performed by each Guarantor and each Subsidiary for the ratable benefit purpose of perfecting, setting-up, rendering opposable, creating or maintaining its rights and interest in all collateral in which such Person has granted Liens in favor of the Agent. Each Guarantor and each BankSubsidiary shall promptly execute and deliver to the Agent such additional or complementary security documents, or such confirmations or such notices or documents containing such further description of properties charged or intended to be charged by the Security Documents as may in the reasonable opinion of the Agent be necessary or advisable to create and maintain its rights in all such collateral. Without limiting the generality of the foregoing, upon exercise of the Aemetis Option, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized andParent, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests holder of Capital Stock of the Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. Aemetis Option, shall take such actions relating thereto that are requested by the Agent pursuant to this clause 1(e) to effectuate the terms and provisions of the Pledge Agreement. Each Guarantor shall cause to be promptly made all registrations, publications and filings (bincluding any renewals thereof) On or before each Determination Date after and to be delivered all opinions, necessary, in the Effective Datereasonable opinion of the Agent, to render the Security Documents, and the Liens made in favor of the Agent, to be fully effective as security. The Guarantors shall promptly notify the Agent of the establishment of any deposit account, securities account or other bank account by such Guarantor or any Subsidiary and, at the request of the Agent, enter into any control agreements with respect thereto as may be requested by the Agent. The Guarantors shall notify the Agent of the acquisition by such other times as Administrative Agent Guarantor or Required Banks shall reasonably requestany Subsidiary of any material assets, Borrower shallthe formation or acquisition of any new Subsidiaries of such Person and the acquisition of any interests in any real property, and shall cause its Restricted Subsidiaries totake such actions relating thereto that are requested by the Agent pursuant to this clause 1(e), deliver including, without limitation, causing any such new Subsidiary to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable become a Guarantor and/or causing any such assets to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate become subject to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens a Lien securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral InterestsNote Indebtedness. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On The Borrowers have provided or caused to be provided, as the case may be, to the Agent, for and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) on behalf of the issued and outstanding Equity Interests of each existing Secured Parties as continuing collateral security for the present and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower indebtedness and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all liability of the Borrowers and other material personal property assets of Loan Parties to the Credit Secured Parties (subject to certain exceptions as set forth in hereunder and under the Security Instruments), except thatother Loan Documents, in each case, Permitted Encumbrances may exist. On or before to the Effective Date, Borrower shall deliver, or cause extent specified in the applicable documents relating to be delivered, to Administrative Agent, for the ratable benefit of each Banksuch security, the Security Agreement and Mortgages following security in form and substance acceptable satisfactory to Administrative the Agent and duly executed by such Credit Partyacting reasonably, together with such other assignmentsany relevant power of attorney, conveyancesregistrations, amendments, agreements filings and other writings, including UCC-1 financing statements supporting documentation and opinions of counsel as requested by the Agent or its counsel (each duly authorized and, as applicable, executedacting reasonably) as Administrative Agent shall deem necessary (together with the security required pursuant to this Agreement or appropriate to grant, evidence and perfect first and prior Liens otherwise delivered in all Borrowing Base Properties and other interests of Borrower and connection with this Agreement or the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary Loan Documents from time to time time, the “Security”): (in Administrative Agent’s discretioni) to perfect a full recourse guarantee from the Parent, each of the Borrowers and each other Subsidiary that becomes a Guarantor hereunder; (ii) a general pledge and security agreement (or continue perfection of) the Liens granted pursuant local law equivalent, including moveable hypothec to the extent the Parent or any of its Subsidiaries has any tangible Assets or is domiciled in the Province of Quebec) constituting a first-ranking charge on all personal property and assets of the Loan Papers.Parties (including a pledge in respect of all Equity Interests held by a Loan Party in the capital of any Subsidiary thereof, in each case, together with all certificates (if any) evidencing such ownership and stock transfer powers in respect of same), subject, if and to the extent applicable, to any Permitted Lien, the exceptions specified therein and other customary exceptions (each such agreement, a “Pledge and Security Agreement”); (biii) On in respect of any Intellectual Property registered with, or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held which an application (other than any United States trademark applications constituting Excluded Assets) for registration is pending with, the United States Patent and Trademark Office or the United States Copyright Office, a customary intellectual property security agreement in respect thereof governed by Borrower the laws of New York; (iv) appropriate evidence showing loss payable and such Restricted Subsidiaries (as applicable) which are not additional insured clauses or endorsements with respect to the subject applicable property and third party liability insurance policies of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower Parent and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.in favour of the Agent; and (cv) Borrower will at all times cause other security consistent with the other material tangible foregoing which may required in any applicable jurisdiction to effect the registration and intangible personal property perfection of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrancesforegoing. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On In order to secure the Indenture Obligations equally and after ratably with the Effective DateExisting Credit Facility Obligations and, with respect to certain of the Collateral, the Obligations shall be secured by first Existing ARCO Chemical Debt, the Company will, and will cause each of its Restricted Subsidiaries named in any Existing Security Document as a party thereto, to execute and deliver to the Collateral Agent prior Liens covering and encumbering (i) one hundred percent (100%) of to the issued and outstanding Equity Interests of Issue Date each existing and future Domestic Subsidiary of Borrower that are owned by Existing Security Document to which it is a Credit Party, (ii) Proved Mineral Interests owned by Borrower party. The Company and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of shall comply with all Proved Mineral Interests owned by Borrower covenants and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth agreements contained in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before Documents the Effective Date, Borrower shall deliver, or cause failure to comply with which would have a material and adverse effect on the Liens purported to be deliveredcreated thereby, unless such failure to Administrative Agentcomply is waived by the requisite lenders under the Existing Credit Facility if, for the ratable benefit of each Bankafter that waiver, the Security Agreement and Mortgages Company is in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together compliance with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers4.12. (b) On or before The Trustee and each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit holder of each Bank, Mortgages in form Note by its acceptance of that Note acknowledges and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.agrees that: (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands this Indenture, as originally executed and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered delivered by the Security Instruments and (ii) Borrower shall notparties hereto, and shall does not permit any of its Restricted Subsidiaries to, permit to exist create any Lien on any Building property or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.securities which secures the Indenture Obligations or this Indenture; (eii) Notwithstanding thatthe Existing Security Documents, when executed and delivered by the parties thereto, will comply with the provisions of Section 4.12; (iii) the Existing Security Documents provide, and any Security Document that becomes effective after the Issue Date, may provide, that the Liens created thereby or thereunder automatically will be released and extinguished with respect to any property or security that is transferred or otherwise disposed of in accordance with the terms of the various Security InstrumentsExisting Credit Facility, including any property or security that is the subject of a Major Asset Sale and is transferred to a Subject Asset Transferee; (iv) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, the Company and the Collateral Agent may amend, modify, supplement or terminate any Security Document as long as the Company remains in compliance with Section 4.12; (v) as among the Trustee and the holders of Indenture Obligations and the lenders under the Existing Credit Parties are Facility and the Collateral Agent, those lenders and the Collateral Agent will be assigning have the sole ability to Administrative Agent control and obtain remedies with respect to all Collateral (including on sale or liquidation of any Collateral after acceleration of the Notes, the Existing Credit Facility Obligations or the Existing ARCO Chemical Debt) without the necessity of any consent of or notice to the Trustee or any such holder; (vi) any or all Liens granted under the Security Documents for the benefit of the Secured Parties all Holders will be automatically released, without the necessity of any consent of the Hydrocarbon productionTrustee or any Holders, products and proceeds accruing upon a release of such Lien or Liens pursuant to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any terms of the Security Instruments, so long as no Event of Default has occurred Documents and the Existing Credit Facility or if such release is continuing approved by the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies requisite lenders under the control agreements, powers of attorney and other Existing Credit Facility. (vii) the relative rights and remedies to collect or control any of the collateral holders of Indenture Obligations and the holders of Indebtedness or other obligations secured by Liens on the Collateral are governed by, and are subject to the terms and conditions of, the Security InstrumentsDocuments and not this Indenture; and (viii) without the necessity of any consent of or notice to the Trustee or any holder of Indenture Obligations, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreementsCompany may, powers on behalf of attorney and other rights and remedies to collect itself or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies Restricted Subsidiaries, request and instruct the Collateral Agent to, on behalf of each secured party under the Security Instruments or a release Documents, (A) execute and deliver to the Company, for the benefit of any Lien granted thereunderPerson, such release documents as the Company may reasonably request, of all liens and security interests held by the Collateral Agent in such assets, and such Person shall be entitled to rely conclusively on such release document, and (B) deliver any such assets in the possession of the Collateral Agent to the Company.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute specified by Administrative Agent or Required Banks which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries on and after the Closing Date, (ii) one hundred percent (100%) of the issued and outstanding Equity of each existing and future Subsidiary (other than Subsidiaries of any Unrestricted Subsidiary) of Borrower, and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments)Parties, except that, in each case, that Permitted Encumbrances may existexist and a Lien over the Equity in Medallion need not be granted to secure the Obligations. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including the Security Agreement, UCC-1 financing statements and UCC-3 financing statement amendments (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before the Effective Date and on or before each Determination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a5.1(a)(i) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a5.1(a)(i). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property Borrowing Base Properties and no Building or Manufactured (Mobile) Home shall be encumbered by any of the Mortgages, the Security InstrumentAgreement, the Facility Guaranty or any other Loan Paper; provided, that (i) the i)the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property Borrowing Base Properties and shall collateral and may be encumbered by the Security Instruments Mortgages or other Loan Papers and (ii) Borrower shall not, and ii)the Credit Parties shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering The Company will: (i) one hundred percent (100%) within 45 days after any Subsidiary is required to deliver a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement pursuant to Section 10.18, furnish to the holders of the issued Notes a description of such Subsidiary’s real and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Partypersonal properties (whether tangible, intangible, or mixed property, but excluding Excluded Assets), in detail satisfactory to the Required Holders; (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than within 45 days after any acquisition of Material Acquired Real Properties (or, if earlier, the Required Reserve Value date of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and delivery of the following pursuant to the Bank Facility), furnish to the holders of the Notes a description of any Material Acquired Real Properties of such Subsidiary, in detail reasonably satisfactory to the Collateral Agent; (iii) substantially all within 45 days after any Subsidiary is required to deliver a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement pursuant to Section 10.18, take, and cause such Subsidiary to take, whatever action (including, without limitation, execution and delivery of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security InstrumentsCollateral Documents), except thatin all such cases, in each case, Permitted Encumbrances may exist. On as specified by the Collateral Agent or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement Required Holders and Mortgages in form and substance acceptable reasonably satisfactory to Administrative the Collateral Agent (including delivery to the Collateral Agent of all certificates, if any, representing the Capital Stock in and duly executed by of such Credit PartySubsidiary and all documents required to be delivered pursuant to Section 3 of the First Amendment or Section 9.11(d)(vii)), together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties such cases to the same extent that such documents and other interests instruments would have been required to have been delivered by Persons that were Subsidiary Guarantors on the date of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative AgentFirst Amendment, and its agents, successors and assigns, to file any and securing payment of all necessary financing statements obligations of such Subsidiary Guarantor under the Uniform Commercial CodeNote Documents; (iv) with respect to any Material Acquired Real Properties, assignments and/or continuation statements as necessary from time to time within 60 days after the acquisition thereof (in Administrative Agent’s discretion) to perfect (or continue perfection of) or, if earlier, the Liens granted date on which any of the following actions is taken pursuant to the Loan Papers. Bank Facility), cause such Subsidiary and each direct and indirect parent of such Subsidiary to take, whatever action (b) On or before each Determination Date after including, without limitation, the Effective Daterecording of mortgages, and at such other times as Administrative Agent or Required Banks shall reasonably requestdeeds of trust, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyancesthe filing of UCC financing statements, amendments, agreements the giving of notices and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executedthe endorsement of notices on title documents) as Administrative Agent shall reasonably deem may be necessary or appropriate advisable in the reasonable opinion of the Collateral Agent to grant, evidence vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it in accordance with the Intercreditor Agreement) valid and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing subsisting first and priorpriority, perfected Liens securing on the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien Material Acquired Real Properties, in favor of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Collateral Agent for the benefit of the Secured Parties all to secure the obligations of the Hydrocarbon productionCompany and the Subsidiary Guarantors under the Notes and the other Note Documents and the other Secured Obligations in accordance with the terms and conditions of the Collateral Documents, products subject in any case to Permitted Liens, Permitted Encumbrances and proceeds accruing terms of leases and conveyance instruments, including without limitation delivery of each item set forth in Section 9.11(d) with respect to the property covered thereby to be mortgaged; (v) by March 15 of each year, commencing with March 15, 2018, with respect to any real property that is associated with an active Mining Facility described on Schedule 5.25 and are was acquired during the prior calendar year and was not a Material Acquired Real Property (an “Additional Real Property”), cause such Subsidiary and each direct and indirect parent of such Subsidiary to take, whatever action (including, without limitation, the recording of mortgages, deeds of trust, assignments, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it in accordance with the Intercreditor Agreement) valid and subsisting first priority, perfected Liens on such Additional Real Property, in favor of the Collateral Agent for the benefit of the Secured Parties to secure the obligations of the Company and the Subsidiary Guarantors under the Notes and the other Note Documents and the other Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens, Permitted Encumbrances and terms of leases and conveyance instruments, including without limitation delivery of each item set forth in Section 9.11(d) with respect to the property to be mortgaged; (vi) with respect to any Material Acquired Real Properties, and as a condition precedent to delivery of any Mortgage, comply with the flood hazard determination requirements set forth in Section 9.11(d)(vii), and if any Material Acquired Real Properties that constitute real property or leasehold interest in real property is a Flood Hazard Property, within 60 days after the acquisition thereof (or, if earlier, the date of compliance pursuant to the Bank Facility), comply with the flood insurance requirements set forth in Section 9.2(b) and Section 9.11(d)(vii); (vii) with respect to any Additional Real Properties, comply with the requirements set forth in Section 9.11(d)(vii), and if any Additional Real Property that constitutes real property or leasehold interest in real property is a Flood Hazard Property, by March 15 of the year following acquisition, commencing March 15, 2018, comply with the flood insurance requirements set forth in Section 9.2(b) and Section 9.11(d)(vii); (viii) contemporaneously with the delivery of such Collateral Documents required to be delivered to the holders of the Notes or the Collateral Agent, upon the request of the Required Holders in their reasonable discretion, deliver to the holders of the Notes a signed copy of an opinion of counsel for the Company and the Subsidiary Guarantors reasonably acceptable to the Required Holders, as to the validity and enforceability of the agreements entered into pursuant to this Section 9.10(a) and as to such other related matters as the Required Holders may reasonably request; (ix) within 45 days after acquisition of any Material Acquired Real Properties (or, if earlier, the date of delivery of the following pursuant to the Bank Facility), provide or cause the applicable Subsidiary Guarantor to provide, to the Collateral Agent and the holders of the Notes a legal description of all such Material Acquired Real Properties, as applicable, from which any As-Extracted Collateral (as defined in the Security Agreement) will be providing severed or to Administrative which As-Extracted Collateral (as defined in the Security Agreement) otherwise relates, together with the name of the record owner of such Material Acquired Real Properties, as applicable, the county in which such Material Acquired Real Properties is located and such other information as may be necessary or desirable to file real property related financing statements or mortgages under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements; (x) by February 15 of each year, commencing with February 15, 2018, provide, or cause the applicable Subsidiary Guarantor to provide, to the Collateral Agent various control agreementsand the holders of the Notes a legal description of all such Additional Real Properties acquired during the prior year, powers as applicable, from which any As-Extracted Collateral (as defined in the Security Agreement) will be severed or to which As-Extracted Collateral (as defined in the Security Agreement) otherwise relates, together with the name of attorney the record owner of such Additional Real Properties, as applicable, the county in which such Additional Real Properties is located and such other information as may be necessary or desirable to file real property related financing statements or mortgages under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements; (xi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Required Holders may reasonably deem necessary or desirable in perfecting and preserving the first priority Liens, subject to Permitted Liens and Permitted Encumbrances, of such mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements as required under the terms of the Note Documents; and (xii) promptly upon request by the Required Holders, (1) correct, and cause each of its Subsidiaries promptly to correct, any material defect or error (as to which both the Company and the Required Holders agree in good faith constitutes a defect or error) that may be discovered in any Note Document or in the execution, acknowledgment, filing or recordation thereof, and (2) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other rights instruments as the Required Holders may reasonably require from time to exercise control over such collateral time in order to (A) carry out more effectively the purposes of the Note Documents, (B) to the fullest extent permitted by applicable law, subject the Company’s and/or a Subsidiary Guarantor’s or any other collateral of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security InstrumentsCollateral Documents, so long as no Event (C) perfect and maintain the validity, effectiveness and priority of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject Collateral Documents and any of the Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Security InstrumentsSecured Parties under any Note Document or under any other instrument executed in connection with any Note Document to which the Company or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. (b) The time periods set forth in Section 9.10(a) may be extended upon the request of the Company, if (i) the Company and the Subsidiary Guarantors are diligently pursuing same, in the sole discretion of the Required Holders and (ii) the administrative agent under the Bank Facility has agreed to such extension. Notwithstanding the foregoing, if the administrative agent under the Bank Facility has agreed in writing to an extension of the time period for any requirement under the Bank Facility that is similar to a requirement in Section 9.10(a), then such extension shall, upon notice to the holders of the Notes, automatically apply to such requirement in Section 9.10(a), without the approval or consent of the Required Holders; provided that such forbearance by Administrative Agent extension shall in not exercising its rights no event exceed 60 days after the original period of time specified in Section 9.10(a) for such requirement and remedies provided, further, that such extension shall be deemed to end on the date of compliance with the corresponding requirement under the control agreements, powers Bank Facility. Any documentation delivered pursuant to Section 9.10(a) shall constitute a Note Document hereunder and any such document creating or purporting to create a Lien in favor of attorney and other rights and remedies to collect or control any the Collateral Agent for the benefit of such collateral the Secured Parties shall constitute a Collateral Document hereunder. (c) This Section 9.10 shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderapply to Excluded Assets.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute specified by Administrative Agent or Required Banks which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries on and after the Closing Date, (ii) one hundred percent (100%) of the issued and outstanding Equity of Borrower and each existing and future Subsidiary of Borrower, and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments)Parties, except that, in each case, that Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including the Security Agreement, UCC-1 financing statements and UCC-3 financing statement amendments (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before the Effective Date and on or before each Determination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a5.1(a)(i) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a5.1(a)(i). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Domestic Subsidiaries that constitute which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Domestic Subsidiaries on and after the Effective Date, and (iiiii) substantially all one-hundred percent (100%) of the other material personal property assets issued and outstanding Equity of each existing and future Subsidiary of Borrower (provided that no pledge shall be required of more than 65% of the Credit Parties (subject Equity owned directly by Borrower or any Domestic Subsidiary in any Foreign Subsidiary and that no Foreign Subsidiary shall be required to certain exceptions as set forth pledge any Equity in the Security Instrumentsany other Foreign Subsidiary), except that, in each case, Permitted Encumbrances may exist. On or before prior to the Effective Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, for the ratable benefit of each Bank, Bank (A) the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, Borrower together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as its Domestic Subsidiaries required by this Section 5.1(a). , (B) Amendments to Mortgages duly executed by Borrower hereby authorizes and Administrative AgentAgent together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements and UCC-3 assignments and amendments (each duly authorized and executed, as applicable) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and its Subsidiaries required by this Section 5.1(a), (C) a Borrower Pledge Agreement duly executed by Borrower, (D) such UCC-1 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection ofE) the Liens granted pursuant certificates, if any, evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower that is required hereby to the Loan Papersbe pledged, duly endorsed or accompanied by appropriate blank stock powers (as applicable). (b) On or before each Determination Date after prior to the Effective Date, Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Domestic Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a5.1(a)(i) above preceding with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests5.1(a)(i) preceding. (c) On the date of the creation or acquisition by Borrower will at all times cause of any Subsidiary with assets of $25,000 or more, or on the other material tangible and intangible personal property date of creation or acquisition by any Subsidiary of Borrower of any Indirect Subsidiary with assets of $25,000 or more, Borrower or such Subsidiary of Borrower (as applicable) shall execute and deliver to Administrative Agent a Borrower Pledge Agreement or Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Subsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of each Restricted Subsidiary (to the extent purported to such Subsidiary, provided that no pledge shall be subject to the Security Agreement) to be subject to the Lien required of more than 65% of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into Equity owned directly by Borrower and each Restricted or any Domestic Subsidiary in any Foreign Subsidiary and all that no Foreign Subsidiary shall be required to pledge any Equity Interests owned by Borrower and each Restricted in any other Foreign Subsidiary. (d) Notwithstanding Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any provision and all necessary financing statements under the Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in any of Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted (or purported to be granted) pursuant to the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesPapers. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by The Borrower and each Guarantor shall execute and deliver to the Agent such further or additional Securities in such form and in relation to such of its Restricted Subsidiaries that constitute not less than assets as the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (Majority Banks shall require subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit any provision of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by law prohibiting such Credit Party, together with person from entering into such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersSecurity. (b) On or before Where any such prohibition as is referred to above exists, the Borrower and each Determination Date after Guarantor shall use their best endeavours lawfully to overcome the Effective Dateprohibition, and at such other times as Administrative the Agent or Required Banks may (but shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries not be obliged to, deliver to Administrative Agent, for ) agree with the ratable benefit relevant Obligor limitations on the extent of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed the security granted by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestsit. (c) Borrower will The Obligors shall at their own expense execute and do all times cause such assurances, acts and things as the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to Agent or the extent purported Majority Banks may require for perfecting or protecting the security intended to be afforded by the Securities or for facilitating the realisation in accordance with the Securities of all or any part of the assets which are subject to the Security Agreement) to be subject Securities and the exercise of all powers, authorities and discretions vested in the Agent under the Securities or in any receiver of all or any part of those assets and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Lien Agent or to its nominees and give all notices, orders and directions which the Agent may think expedient for the purpose of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiarythis clause 21.2(c). (d) Notwithstanding any provision The Obligors shall procure that in any relation to each further or additional Security the relevant Borrower or Guarantor shall do all things necessary duly to perfect in the jurisdiction of its incorporation and in the jurisdiction wherein the assets which are the subject of the Loan Papers further or additional Securities are located, the security intended to be afforded to the contrary, in no event is any Building (as defined in Agent and the applicable Flood Insurance Regulations) Banks under such further or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property additional Securities and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing deliver to the property covered thereby Agent such directors and are and will be providing to Administrative shareholders resolutions, legal opinions, notices, certificates or documents of title or other items as the Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderrequire.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances and Immaterial Title Deficiencies) covering and encumbering (i) one hundred percent Mineral Interests owned by the Loan Parties constituting not less than 80% of the Recognized Value of all of the Loan Parties’ Proved Mineral Interests (100%provided that any Loan Document or Mortgage that secures a maximum principal sum less than the Recognized Value of the Proved Mineral Interests shall be deemed to cover and encumber a Recognized Value equal to the maximum principal sum secured) of included in the then-current Borrowing Base, (ii) the ▇▇▇▇▇▇▇ Midstream Gathering System and (iii) all other Collateral owned by the Loan Parties, including, without limitation, the issued and outstanding Equity Interests of directly owned by the Borrower or any other Loan Party in each existing and future (x) Domestic Subsidiary of the Borrower that are owned by a Credit or any other Loan Party, (y) Foreign Subsidiary of the Borrower or any other Loan Party and (z) CFC Holding Company; provided that no more than 66% of the Voting Securities of a First-Tier Foreign Subsidiary that is a CFC or that is a disregarded entity that owns no material assets other than stock of a CFC and no more than 66% of the Voting Securities of a CFC Holding Company shall be required to be pledged and no Equity Interests of a Foreign Subsidiary that is not a First-Tier Foreign Subsidiary shall be required to be pledged; provided further that the requirements of clauses (i) and (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries shall not be required to be complied with until the earlier of (x) the date that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries second item set forth on Schedule 6.20 have been satisfied and (iiiy) substantially all of the other material personal property assets of date that is 60 days after the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existClosing Date. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). The Borrower hereby consents and authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial CodeCode (as in effect in each applicable jurisdiction from time to time), assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersDocuments. (b) On or before each Determination Date after the Effective Redetermination Date, and at such other times as the Administrative Agent or Required Banks the Majority Lenders shall reasonably request, the Borrower shall, and shall cause its Restricted Subsidiaries each other Loan Party that owns Borrowing Base Properties to, deliver to the Administrative Agent, for the ratable benefit of each BankSecured Party, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) Loan Party, together with such other assignments, conveyances, amendments, agreements and other writingswritings as may be reasonably requested by the Administrative Agent or the Required Lenders, including UCC-1 including, without limitation, UCC financing statements (each duly authorized and, and/or amendments to financing statements as applicable, executed) as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a6.14(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) Loan Party which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a6.14(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Promptly upon (and in any event within fifteen (15) Business Days after) the creation or acquisition by the Borrower will at of any Subsidiary required to become a Guarantor, such Subsidiary and the Borrower or the applicable Loan Party (as applicable) shall execute and deliver to the Administrative Agent supplements to the Security Documents pursuant to which (x) such Subsidiary shall grant to Administrative Agent a security interest in all times cause Collateral owned by such Subsidiary and (y) the Equity Interests owned by the Borrower or other material tangible and intangible personal property of Borrower and each Restricted Subsidiary Loan Party in such Loan Party shall be pledged to the Administrative Agent (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contraryno material adverse tax consequences would result therefrom), in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that together with (i) to the applicable Credit Party’s interests in extent such Equity Interests are certificated, all lands and Hydrocarbons situated under any certificates (or other evidence acceptable to the Administrative Agent) evidencing such Building or Manufactured (Mobile) Home Equity Interests, which shall be included duly endorsed or accompanied by stock powers executed in the Mortgaged Property and shall be encumbered by the Security Instruments and blank (as applicable), and/or (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit such UCC financing statements and/or amendments to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by financing statements as the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered Liens required by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderSection 6.14(a).

Security. (a) On The Issuer and after the Effective Date, the Obligations shall be secured by first and prior each Guarantor have granted First-Priority Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in Section 4.08 hereof) on their respective Collateral to the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted Collateral Trustee pursuant to the Loan PapersSecurity Documents, which shall be general and continuing Collateral security for the payment and performance of their respective Indenture Obligations (including for certainty their respective obligations under the Noteholder Collateral Bond and Noteholder Collateral Platform Guarantees). Subject to the Intercreditor Agreement, the Col- lateral Trustee will hold (directly or through co-agents or sub-agents), and will be entitled to enforce, all Liens on the Collateral created by the Security Documents. Except as provided in the Intercreditor Agreement, the Collateral Trustee will not act upon directions purported to be delivered to it by any Per- son, commence any exercise of remedies or any foreclosure actions, or otherwise take any actions or pro- ceedings against any of the Collateral. (b) On For greater certainty, each Subsidiary that becomes a Guarantor on or before each Determination Date after the Effective DateIssue Date will also become a party to the applicable Security Documents and will, as promptly as practicable, exe- cute and/or deliver such Security Documents, financing statements, certificates, and at opinions of counsel as may be necessary to provide to the Collateral Trustee a perfected First-Priority Lien (subject to Liens permitted under Section 4.08) in all of its Property that constitutes Collateral to secure its Noteholder Col- lateral Platform Guarantee and as may be necessary to have such other times Property added to the Collateral as Administrative Agent or Required Banks shall reasonably request, Borrower shallre- quired under the Noteholder Collateral Platform and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall cause its Restricted Subsidiaries to, deliver be deemed to Administrative Agent, for relate to such Property to the ratable benefit of each Bank, Mortgages in form same extent and substance acceptable to Administrative Agent with the same force and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestseffect. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject Pursuant to the Security AgreementDocuments, the Issuer and the Guarantors are required to perfect the security referred to in Section 11.01(a) in all jurisdictions in which the Issuer or the Guarantors, as applicable, have material assets or a principal place of business. Security interests in personal or movable property constituting Collateral will be perfected by the filing of financing statements (or their equivalent) under personal property security legislation (including the Civil Code of Quebec, if applicable) applicable to such personal or movable property. Liens on Collateral consisting of real or immovable property will be subject to taken by way of a fixed charge or immovable hypothec, as applicable, in the Lien owned or leased real or immovable property of the Security Agreement including all Hedge Agreements Issuer and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiarythe Guarantors only. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after 3.1.1 The Security includes the Effective Datefollowing, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable satisfactory to Administrative Agent the Lenders and duly executed subject only to Permitted Encumbrances: (a) a $5,000,000,000 trust deed granted by such Credit Partyeach Restricted Party in favour of the Trustee, secured by a fixed charge over all freehold and leasehold real property and all equipment and a security interest and floating charge over all other Property, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, documents as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary Lenders may require from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.charge Property located outside of British Columbia; (b) On or before debentures issued under each Determination Date after the Effective Date, trust deed and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages pledged in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien favour of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Lenders; (c) pledges in favour of the Trustee of all Capital Stock of the Restricted Parties other than NSCL that are owned by the Restricted Parties (including NSCL) from time to time; (d) pledges in favour of the Trustee of all Capital Stock of persons other than Restricted Parties that are owned by the Restricted Parties from time to time; (e) specific assignments by way of security of Material Contracts that have been given by the relevant Restricted Parties in favour of the Trustee before the date of this Agreement; (f) further specific assignments in favour of the Trustee of those Material Contracts that are designated by the Agent from time to time after Permitted Senior Secured Indebtedness has been incurred in an aggregate principal amount of $100,000,000 or more; (g) a general assignment by way of security of all Material Contracts (without any requirement that they be individually listed), to be given in favour of the Trustee by each Restricted Party designated by the Agent from time to time; (h) unconditional guarantees of the Obligations by each of the Restricted Parties, excluding the Borrower, which shall be unlimited except for limits imposed by applicable law. 3.1.2 Notwithstanding the foregoing, but subject to compliance with Sections 7.5.3(d) and 7.5.3(e), the Restricted Parties shall not be required to deliver Security documents in a form customarily used in jurisdictions outside Canada and the United States or arrange registrations of the Security outside Canada and the United States as a condition precedent to the initial Advance under this Agreement, but shall cause such documents to be delivered before the thresholds specified in Sections 7.5.3(d) and 7.5.3(e) are exceeded, together with all opinions and supporting documents that the Agent reasonably requires. For greater certainty, all Restricted Parties shall deliver all other documents contemplated in Section 3.1.1. 3.1.3 Except for the companies listed in Schedule I (other than any Restricted Parties), if at any time NSCL owns, establishes or acquires a Subsidiary that is wholly owned by NSCL, directly or indirectly, NSCL shall immediately cause that Subsidiary to become a Restricted Party, adopt this Agreement by delivering an agreement in the form of Schedule B so as to be bound by all of the Hydrocarbon productionterms applicable to Restricted Parties as if it had executed this Agreement as a Restricted Party, products and deliver a guarantee and other security documents similar to those delivered by other Restricted Parties, which shall become part of the Security. NSCL shall also deliver or cause the delivery of a pledge of all of the Capital Stock of the new Subsidiary as part of the Trustee Security and cause the delivery of such legal opinions and other supporting documents as the Agent may reasonably require. 3.1.4 Notwithstanding the preceding paragraph, a wholly owned Subsidiary not owned at the date of this Agreement shall not be required to become a Restricted Party if: (a) it is established, acquired and/or invested in using solely the proceeds accruing of Capital Stock issued by NSCL or Permitted Unsecured Indebtedness; or (b) it is established, acquired and/or invested in using proceeds of Advances and the aggregate amount of proceeds of Advances used to establish, acquire and/or invest in all such Subsidiaries during any period of 36 consecutive months does not exceed (i) $100,000,000 if any Permitted Senior Secured Indebtedness or Permitted Subordinated Secured Indebtedness is outstanding or (ii) $250,000,000 if no Permitted Senior Secured Indebtedness or Permitted Subordinated Secured Indebtedness is outstanding and if no Restricted Party is providing any guarantee (or other financial assistance which may result in an obligation to make disbursements in an aggregate amount exceeding $5,000,000) relating to any obligations of any such Subsidiary; the limits of $100,000,000 and $250,000,000 shall be increased to the property covered thereby extent that the Restricted Parties actually receive cash dividends or other cash returns on their investments in such Subsidiaries during the 36 month period and are and will use the cash dividends or other cash returns to repay the Credits. For greater certainty, if a wholly-owned Subsidiary is established, acquired and/or invested in using proceeds of Permitted Senior Secured Indebtedness or Permitted Subordinated Secured Indebtedness, NSCL must immediately comply with Section 3.1.3. 3.1.5 NSCL shall cause a pledge in form satisfactory to the Agent of the Capital Stock of any wholly owned Subsidiary that does not become a Restricted Party as permitted by Section 3.1.4 to be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any delivered as part of the Security Instrumentsif the aggregate amount used to establish, so long acquire and/or invest in all such Subsidiaries during any period of 36 consecutive months exceeds $100,000,000. The limit of $100,000,000 shall be increased to the extent that the Restricted Parties actually receive cash dividends or other cash returns on their investments in such Subsidiaries during the 36 month period and use the cash dividends or other cash returns to repay the Credits. If the shareholder of any such Subsidiary is itself not a Restricted Party, the pledge shall be without recourse to the other Property of the shareholder. 3.1.6 If at any time any Restricted Party owns or obtains an interest in a person that is not a wholly owned Subsidiary, other than ▇▇▇▇▇▇ River Energy Inc. or ▇▇▇▇▇▇ River Energy LP, NSCL shall cause that interest to immediately be pledged as part of the Trustee Security and cause the delivery of such legal opinions and other supporting documents as the Agent may reasonably require. 3.1.7 If at any time all of the Capital Stock of a Restricted Party other than the Borrower or NSCL is sold in accordance with the terms of this Agreement, other than to another Restricted Party, then if no Event of Default or Pending Event of Default has occurred and is continuing continuing, the Credit Parties may continue Restricted Party of which the Capital Stock has been sold and any wholly-owned Subsidiary thereof that is a Restricted Party shall, on request by NSCL, cease to receive be a Restricted Party and collect all the Agent shall deliver or direct the Trustee to deliver such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any releases of the collateral subject Security, including guarantees, as may reasonably be required to release the obligations of those Restricted Parties. The Agent shall also discharge any Security (or direct the Trustee to do so) to the Security Instrumentsextent necessary to allow any Restricted Party to complete any sale or other disposition of Property permitted by this Agreement. 3.1.8 Before incurring Permitted Senior Secured Indebtedness in an aggregate principal amount of $100,000,000 during the term of this Agreement, provided NSCL shall prepare and submit to the Agent for its approval (acting reasonably, after consultation with counsel, but without any requirement to seek approval of the Majority Lenders) a list of all of the then-existing Material Contracts. The list shall be in a form similar to the lists prepared in connection with the credit agreement dated as of 14 August 2001 to which NSCL, the Agent and others were parties, it being acknowledged that such forbearance by Administrative Agent NSCL has stated it considers certain Contracts on those lists would not, in not exercising its rights fact, qualify as Material Contracts and remedies under that the control agreements, powers contents of attorney and other rights and remedies to collect or control any of such collateral the existing lists shall not constitute be determinative of the content of the new list. Without limitation, the list shall be separated into Part A, being the most important Material Contracts, which are referred to in any way this Agreement as "SPECIAL MATERIAL CONTRACTS" and Part B, being the remainder. The separation shall be done on a waiverbasis consistent with the separation of Material Contracts in the lists prepared in connection with the credit agreement dated as of 14 August 2001. Before incurring Permitted Senior Secured Indebtedness in an aggregate principal amount of $100,000,000 during the term of this Agreement, remission or release NSCL shall also (i) deliver specific assignments in favour of any the Trustee of its rights or remedies under those Material Contracts that are designated by the Security Instruments or a release of any Lien granted thereunderAgent which have not already been specifically assigned, (ii) obtain agreements from other parties to Special Material Contracts that have been specifically assigned if agreements from those parties have not already been obtained and (iii) diligently and in good faith use all commercially reasonable efforts (both before and after incurring Permitted Senior Secured Indebtedness) to obtain agreements from other parties to other Material Contracts that have been specifically assigned if agreements from those parties have not already been obtained.

Security. (a) On and after The Security to be provided to the Effective Date, Lender for the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets granting of the Credit Parties (subject to certain exceptions as set forth in Facility will consist of the Security Instruments)following, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower all of which documents shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant satisfactory to the Loan Papers.Lender: (a) unlimited guarantee of Cake Marketing UK Ltd.; (b) On or before each Determination Date pledge and security agreement executed by the Borrower in favour of the Lender granting a second ranking security interest over all of the present and after acquired real and personal Property of the Effective DateBorrower including, without limitation, and at such other times as Administrative Agent or Required Banks shall reasonably requestsupplemented by a patent security agreement and a trademark security agreement, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver all Intellectual Property Collateral subject only to Administrative Agent, for the ratable benefit Permitted Encumbrances in favour of each Bank, Mortgages SaaS in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.Permitted SaaS Debt; (c) Borrower will upon request made by the Lender at all times cause the other material tangible and intangible personal property of Borrower and any time, unlimited guarantees executed by each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien which exceeds any one or more of the Security Agreement including limits set out in Section 8.3(t), if any, guaranteeing the due payment and performance of the Obligations secured by general security agreements or debentures or the equivalent thereof under Applicable Laws executed by each such Subsidiary, if any, in favour of the Lender granting a security interest over all Hedge Agreements the present and Hedge Transactions entered into by Borrower after acquired real and each Restricted Subsidiary and personal Property of such Loan Party including, without limitation, all Equity Interests owned by Borrower and each Restricted Subsidiary.Intellectual Property Collateral, subject only to Permitted Encumbrances; (d) Notwithstanding any provision securities pledge agreement granted by the Borrower in any favour of the Loan Papers Lender granting a second ranking security interest over all present and after acquired Shares of each Subsidiary of the Borrower, now or hereafter existing which exceeds any one or more of the limits set out in Section 8.3(t), subject only to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.; (e) Notwithstanding that, if requested by the terms Lender at any time, subordination and postponement agreements in respect of any shareholder or other Related Party loans; (f) the SaaS Intercreditor Agreement; (g) subordination and postponement agreement in respect of indebtedness of the various Security InstrumentsBorrower to ▇▇▇▇ ▇▇▇▇▇▇▇▇; and (h) if requested by the Lender at any time, such other security (including pledges, security agreements and debentures) as may be provided by the Credit Parties are Borrower and will be assigning its Subsidiaries to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.SaaS.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Domestic Subsidiaries that constitute which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Domestic Subsidiaries on and after the Effective Date, and (iiiii) substantially all one-hundred percent (100%) of the other material personal property assets issued and outstanding Equity of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existexisting and future Domestic Subsidiary of Borrower. On or before prior to the Effective Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, for the ratable benefit of each Bank, Bank (A) the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such the Credit Party, Parties (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as its Domestic Subsidiaries required by this Section 5.1(a). , (B) a Borrower hereby authorizes Pledge Agreement duly executed by Borrower, (C) such UCC-1 financing statements as Administrative AgentAgent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection ofD) the Liens granted pursuant certificates, if any, evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower that is required hereby to the Loan Papersbe pledged, duly endorsed or accompanied by appropriate blank stock powers (as applicable). (b) On or before each Determination Date after prior to the Effective Date, Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Domestic Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a5.1(a)(i) above preceding with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests5.1(a)(i) preceding. (c) On the date of the creation or acquisition by Borrower will at all times cause of any Domestic Subsidiary with assets of $25,000 or more, or on the other material tangible and intangible personal property date of creation or acquisition by any Domestic Subsidiary of Borrower of any Indirect Domestic Subsidiary with assets of $25,000 or more, Borrower or such Subsidiary of Borrower (as applicable) shall execute and deliver to Administrative Agent a Borrower Pledge Agreement or Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Subsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted such Domestic Subsidiary. (d) Notwithstanding Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any provision and all necessary financing statements under the Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in any of Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted (or purported to be granted) pursuant to the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesPapers. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after Section 1001 Pledge Agreement. ---------------- Pursuant to the Effective DatePledge Agreement, the Obligations shall be secured Company will assign and grant to the Trustee a first Lien upon the Senior Collateral and a subordinate and junior Lien upon the assets in the Security Pool. Each Holder, by first and prior Liens covering and encumbering accepting a Security, (i) one hundred percent (100%) agrees to all of the issued terms and outstanding Equity Interests provisions of each existing the Pledge Agreement and future Domestic Subsidiary the Original Series Debenture Pledge Agreement (including those relating to the addition of Borrower that are owned by a Credit Partyadditional secured parties to the extent permitted under Section 1109 of the Original Series Debentures Indenture, and the release of assets from, or addition of assets to, the Security Pool in accordance with Section 1005 or 1207 thereof) and the Intercreditor Agreement, as any of the foregoing agreements may be in effect or may be amended from time to time in accordance with their respective terms, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries acknowledges that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all Lien of the other material personal property Pledge Agreement on assets of the Credit Parties (subject to certain exceptions as set forth in the Security InstrumentsPool is subject and junior in priority to (A) any Lien which currently exists on assets in the Security Pool (including the Lien in favor of the Original Series Debentures), except that, and (B) any Lien on assets in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, Pool which may hereafter be granted or created as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required permitted by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not 1109 of the subject of existing first and priorOriginal Series Debentures Indenture, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject terms of such Lien which is hereafter granted or created in accordance with Section 1109 of the Original Series Debentures Indenture expressly provides that such Lien ranks senior to the Lien of the Pledge Agreement, and (iii) authorizes the Trustee to appoint as its collateral agent any other Person that has a Lien on assets in the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers Pool, to the contraryextent that such Lien is permitted under this Indenture and the Pledge Agreement, in no event is and to deliver possession of any Building (as defined assets in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under Pool to any such Building or Manufactured (Mobile) Home shall be included Person to hold in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by accordance with the terms of an Intercreditor Agreement reasonably satisfactory to the various Security Instruments, the Credit Parties are Trustee. The due and will be assigning to Administrative Agent for the benefit punctual payment of the Secured Parties all principal of, premium, if any, and interest on the Securities when and as the same shall be due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, and payment and performance of the Hydrocarbon production, products and proceeds accruing Company of all other obligations to the property covered thereby Holders or the Trustee under this Indenture and are the Securities, according to the terms hereunder or thereunder, shall be secured as provided in the Pledge Agreement. The Company will make a subordinate assignment and will be providing pledge of its right, title and interest in and to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the assets comprising the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject Pool to the Security Instruments, provided that such forbearance Trustee as required by Administrative Agent and in not exercising its rights accordance with the Pledge Agreement. The Company will also make a first and remedies under the control agreements, powers of attorney prior assignment and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any pledge of its rights or remedies under right, title and interest in and to the Security Instruments or a release of any Lien granted thereunderSenior Collateral to the Trustee as required by and in accordance with the Pledge Agreement.

Security. The Obligors’ obligations and liabilities under the Finance Documents, including (awithout limitation) On the Borrower’s obligation to repay the Facilities together with all unpaid interest, default interest, commissions, charges, expenses and after any other derived liability whatsoever of the Effective DateObligors towards the Finance Parties in connection with the Finance Documents, shall throughout the Obligations shall Security Period, be secured by first the guarantees and prior Liens covering indemnities granted by the Guarantors and encumbering the Borrower pursuant to Clause 18 (iGuarantee and Indemnity) one hundred percent and additionally be cross collateralised as follows: the Mortgage (100%including any deeds of covenants), subject to contractually agreed Quiet Enjoyment Letters (where required under a drilling contract with a third party); the Assignment of Earnings; The Seadrill Partners Guarantee; the Assignment of Insurances; the Account Charge; and the Share Charges. Subject to paragraph (c) below, each of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower Obligors undertakes to ensure that the above Security Documents are owned being duly executed by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all parties thereto in favour of the other material personal property assets Agent (on behalf of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages Finance Parties) in form and substance acceptable satisfactory to Administrative the Agent (on behalf of the Finance Parties) in accordance with Clause 4 (Conditions Precedent), legally valid and duly executed by such Credit Party, together in full force and effect with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agentpriority, and its agents, successors and assigns, to file any and all necessary financing statements under execute or procure the Uniform Commercial Code, assignments and/or continuation statements execution of such further documentation as necessary from time the Agent may reasonably require in order for the relevant Finance Parties to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) maintain the Liens granted pursuant security position envisaged hereunder. In relation to the Loan Papers. obligation to provide the Assignment of Earnings it is understood that the Lenders agree only to require that “commercially best efforts” are applied by the relevant Obligors in obtaining (a) a first priority security interest over all earnings in respect of charter parties with independent third parties and (b) On or before each Determination Date after any acknowledgement from any independent third parties. Each Hedge Counterparty hereby declares and agrees that; its rights under the Effective Date, Security Documents in relation to any Secured Hedging Agreement shall always be subordinated to and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for rank in priority behind the ratable benefit rights of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible Finance Parties; and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and it shall not permit take any of its Restricted Subsidiaries to, permit action to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of enforce any of its rights or remedies under any Security Documents unless and until all monies outstanding to the Security Instruments or a release other Finance Parties have been fully and irrevocably paid and discharged in full and no Commitment is longer in force. The Agent shall notify the Lenders upon receipt of any Lien granted thereunderwritten notice from a Hedge Counterparty of any agreement being designated as a Hedging Agreement for the purpose of this Agreement.

Security. (a) On and after the Effective Date, the Obligations The Debentures shall be secured by the following security, together with any relevant power of attorney, registrations, filings and other supporting documentation in form and in substance satisfactory to the Purchaser as is deemed necessary by the Purchaser or its counsel to perfect the same or otherwise in respect thereof: (a) general security agreements in the forms of Exhibit E and Exhibit F executed by each of the Company and the Issuer, respectively (collectively, the “Security Agreements”) constituting a first-ranking and exclusive charge on all assets of the Company and the Issuer, respectively, subject, if and to the extent applicable, to any Permitted Encumbrance; (b) a first ranking mortgage on the Issuer’s interest in and prior Liens covering to that part of the Erie Plant that comprises the lands and encumbering premises described in, and that are the subject of, the 2005 Contract for Deed in the form of Exhibit G (ithe “Erie Plant Mortgage”) one hundred percent in the principal amount of US$50,000,000, which mortgage shall be registered and effective on or before the Closing Date; (100%c) an amendment to the Erie Plant Mortgage pursuant to which the Issuer grants a first ranking mortgage on the Issuer’s interest in and to the lands and premises described in, and that are the subject of the 2006 Contracts for Deed in the form of Exhibit H (the “Erie Plant Mortgage Amendment”); (d) a first ranking mortgage of leasehold interest in respect of the NorthMet Lease in the form of Exhibit I (the “NorthMet Lease Mortgage”) and in respect of the Additional Leased Lands (the “Additional Leased Lands Mortgage”), each in the principal amount of US$50,000,000, which mortgages shall be registered and effective on or before the Tranche E Closing Date; (e) a pledge of the common shares of the Issuer held by the Company, among the Company and the Purchaser, in the form of Exhibit J (the “Pledge Agreement”), representing all of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all shares of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit PartyIssuer, together with all share certificates evidencing ownership of such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements shares; and (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection off) the Liens granted pursuant to the Loan PapersParent Guarantee. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after Except to the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering extent provided in paragraph (ib) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bankbelow, the Security Agreement shall be granted in favour of and Mortgages held by the Agent for and on behalf of the Lenders in form accordance with the provisions of this Agreement. The Agent shall, in accordance with its usual practices in effect from time to time, take all steps required to perfect and substance acceptable maintain the Security, including: taking possession of the certificates representing the securities required to Administrative be pledged hereunder; filing renewals and change notices in respect of such Security; and ensuring that the name of the Agent and duly executed by such Credit Partyis noted as loss payee or mortgagee on all property insurance policies covering the Property of the Companies. If the Agent becomes aware of any matter concerning the Security which it considers to be material, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative it shall promptly inform the Lenders. The Agent shall deem necessary comply with all instructions provided by the Lenders in connection with the enforcement or appropriate release of the Security which it holds. The Agent agrees to grant, evidence permit each Lender to review and perfect first and prior Liens in all Borrowing Base Properties and other interests make photocopies of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under original documents comprising the Uniform Commercial Code, assignments and/or continuation statements as necessary Security from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papersupon reasonable notice. (b) On or before each Determination Date after Any security which may be granted by a Credit Party in favour of any Lender directly in respect of the Effective DateObligations (such as but not limited to security granted in favour of any Lender under the Bank Act (Canada)) shall be deemed to constitute part of the Security. Each Lender which holds any such item of security agrees that it shall not enforce such security unless and until the Required Lenders have made a determination to enforce the Security pursuant to Section 9.01(d), and at such other times as Administrative Lender agrees to remit to the Agent or Required Banks all amounts received by it in connection with the enforcement thereof. All such amounts shall reasonably request, Borrower shall, be deemed to constitute Proceeds of Realization and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages be dealt with as provided in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests9.03. (c) Immediately on any Obligations becoming due and payable under Section 8.02 the Borrower will shall, without necessity of further act or evidence, be unconditionally obligated to immediately deposit with the Agent for the Lenders’ benefit cash collateral equal to the full face amount of all Bankers’ Acceptances then outstanding for its account and the Borrower hereby unconditionally promises and agrees to do so. The Borrower authorize the Lenders, or any of them, to debit its accounts with the amount required to pay such Bankers’ Acceptances, notwithstanding that such B/As may be held by the Lenders, or any of them, in their own right at all times cause maturity. Amounts paid to the other material tangible Agent in respect of B/As shall be applied against, and intangible personal property of Borrower and each Restricted Subsidiary (shall reduce, pro rata among the Lenders, to the extent purported to be subject of the amounts paid to the Security Agreement) to be subject to Agent in respect of B/As, the Lien obligations of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiaryto pay amounts then or subsequently payable under B/As at the times amounts become payable thereunder. (d) Notwithstanding any provision in any of On or before the Loan Papers to Maturity Date, the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home Borrower shall be encumbered by any Security Instrument; provided, that (i) unwind all Hedging Agreements (and pay all applicable unwinding costs in respect thereof) with the applicable Credit Party’s interests in all lands Lenders and Hydrocarbons situated under any such Building Affiliates of the Lenders; or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower provide cash collateral in favour of the Agent in respect of all outstanding Hedging Agreements in an amount satisfactory to the Agent. For greater certainty, the Agent shall not, have no obligation to release all or any portion of the Security unless and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building until all Hedging Agreements are terminated or Manufactured (Mobile) Home owned by them except Permitted Encumbrancessuch cash collateral is provided in respect thereof. (e) Notwithstanding thatthe rights of an Affiliate of a Lender or a Former Lender to benefit from the Security in respect of the Hedging Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the terms Lenders or the Required Lenders in accordance with this Agreement and no Affiliate of a Lender nor a Former Lender to whom Hedging Obligations are owed from time to time shall have any additional right to influence the various Security Instruments, or the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any enforcement of the Security Instruments, so long as no Event a result of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderholding Hedging Obligations.

Security. (a) On As security for the full and after the Effective Datetimely payment and performance of all Obligations, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries all other Loan Parties to, deliver on or before the Closing Date, do or cause to Administrative Agent, for be done all things necessary in the ratable benefit opinion of each Bank, Mortgages in form and substance acceptable to the Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required counsel to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted hereunder. Without limiting the foregoing, on the Closing Date the Borrower shall deliver, and shall cause each Guarantor (other than, solely with respect to the Security Agreement, Mid-State Homes and ▇▇▇▇▇▇ Mortgage Company) to deliver, to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a) if such party has rights in any Pledged Interests (i) the Pledge Agreement which shall pledge all of the Hydrocarbon production, products and proceeds accruing Pledged Interests held by such party to the property covered thereby and are and will be providing to Administrative Agent various control agreementsfor the benefit of the Secured Parties, and (ii) if such Pledged Interests are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents indorsed in blank pertaining thereto, (b) the Security Agreement, which shall pledge to the Administrative Agent for the benefit of attorney the Secured Parties certain personal property of the Borrower and the Guarantors more particularly described therein, (c) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties on the Pledged Interests and all other rights Collateral, and shall take such further action and deliver or cause to exercise control over be delivered such collateral further documents as required by the Security Instruments or any other collateral covered otherwise as the Administrative Agent may request to effect the transactions contemplated by any this Article III. The Borrower shall also, and shall cause each Guarantor, to pledge to the Administrative Agent for the benefit of the Secured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests acquired or created after the Closing Date and held by such party, or otherwise acquired by such party and not theretofore pledged to the Administrative Agent for the benefit of the Secured Parties, and to deliver to the Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 7.12 and of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective DateThe Security, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable satisfactory to Administrative Agent Eximbank, shall have been duly created, perfected and, where appropriate, registered, to create a first priority security interest and charge over the Collateral in existence at the date hereof. Without limitation to the preceding sentence, the Borrower shall have duly authorized, executed and delivered or, as the case may be, provided: (i) acknowledgment copies of proper financing statements or other instruments duly filed under the Applicable Law of each jurisdiction as may be necessary or, in the reasonable opinion of Eximbank, desirable to perfect the charges and security interests purported to be created by such Credit Partythe Security Documents; (ii) certified copies of requests, for information or copies, or equivalent reports, listing the financing statements and instruments referred to in clause (i) above and all other effective financing statements that name the Borrower as debtor and that are filed in the jurisdictions referred to in said clause (i), together with copies of such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements and instruments (each duly authorized and, as applicable, executed) as Administrative Agent none of which shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and cover the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (Collateral except to the extent evidencing Lender Credit Permitted Liens); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Documents as may be necessary or, in the reasonable opinion of Eximbank, desirable to perfect the security interests purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered created by the Security Instruments Documents; (iv) evidence that all other actions necessary or, in the reasonable opinion of Eximbank, desirable to perfect and protect the security interests purported to be created by the Security Documents have been taken; (iiv) the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.have established the Blocked Account; and (evi) Notwithstanding that, by the terms Required Funding Amount shall have been fully funded either through a cash deposit pursuant to Section 2(j)(i) of the various Security Instruments, the Funding Agreement and/or a Required Letter of Credit Parties are and will be assigning pursuant to Administrative Agent for the benefit Section 2(k)(i) of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderFunding Agreement.

Security. (a) On The Company shall ensure that the Security Ratio at all times is equal to or higher than one hundred and after ten per cent. (110.00%), and if the Effective DateSecurity Ratio falls below the said threshold, the Obligations Company shall be secured by first promptly and prior Liens covering and encumbering no later than within ten (10) days ensure that (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, additional Revolving Loan Security is provided or (ii) Proved Mineral Interests owned by Borrower additional amounts are deposited on the Deposit Account, so that the Security Ratio will be equal to or higher than one hundred and its Restricted Subsidiaries that constitute not less than ten per cent. (110%) following delivery of such additional Revolving Loan Security or deposit. b) To the Required Reserve Value extent required to ensure compliance with the requirements as to Security Ratio in paragraph a) above, all the obligations and liabilities of the Company under the Finance Documents in respect of Revolving Loans shall at all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and times until all amounts due to the Finance Parties under the Finance Documents have been paid and/or repaid in full be secured by: (i) Bank Guaranteed Loans; (ii) GIEK/Bank Guaranteed Loans; (iii) substantially all of GIEK Guaranteed Loans; (iv) Municipality Loans; (v) any amount deposited on the other material personal property assets of Deposit Account; and (vi) to the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative extent accepted by Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (acting on the instructions of the Lenders), Savings Banks Loans. c) Subject to and in Administrative Agent’s discretionaccordance with the Agreed Security Documents, the Company shall promptly do all such acts and execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may reasonably require): (i) to perfect (the Security created or continue perfection of) intended to be created under or evidenced by the Liens granted Security Documents or for the exercise of any rights, powers and remedies of the Agent provided by or pursuant to the Loan Papers.Finance Documents or by law; and (bii) On to facilitate the realisation of the assets which are, or before each Determination Date after the Effective Dateare intended to be, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral InterestsSecurity. d) The Company shall take all such action as is available to it (cincluding making all filings and registrations) Borrower will at all times cause as may be necessary for the other material tangible and intangible personal property purpose of Borrower and each Restricted Subsidiary (the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Agent pursuant to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryFinance Documents. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after The proceeds of the Effective Date, the Obligations Loan advanced hereunder shall be secured by a first position security interest in any and prior Liens covering all assets owned and encumbering hereafter acquired by a Grantor. Each Grantor hereby pledges, collaterally assigns and transfers to the Lender, and hereby grants to the Lender a first position security interest in any and all of the Collateral, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, wherever located, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (a) Each Grantor acknowledges that: (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, value has been given; (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less the Grantor has rights in the Collateral (other than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries after-acquired Collateral); and (iii) substantially all the parties have not agreed to postpone the time for attachment of the Security Interest. Each Grantor acknowledges that the security interest in this Agreement shall attach to existing Collateral upon the execution of this Agreement and to each item of after-acquired Collateral at the time that the Grantor acquires rights in such after-acquired Collateral. (b) Each Grantor authorizes the Lender to file or record financing statements and other material personal property assets filing or recording documents or instruments with respect to the Collateral, without the signature of such Grantor, in such form (if no signature is required) and in such offices as the Lender determines appropriate to perfect the security interests of the Credit Parties (subject Lender under this Agreement. Each Grantor authorizes the Lender to certain exceptions as set forth use the collateral description “all personal property”, “all assets” or words of similar effect, regardless of whether any particular asset comprised in the Security Instruments), except thatCollateral falls within the scope of Article 9 of the Uniform Commercial Code of any other applicable state, in any such financing statements. Such Grantor also hereby ratifies its authorization for Lender to have filed any initial financing statement or amendment thereto under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. Each Grantor hereby (i) waives any right under the Uniform Commercial Code or any other applicable law to receive notice and/or copies of any filed or recorded financing statements, amendments thereto, continuations thereof or termination statements and (ii) releases and excuses each caseLender from any obligation under the Uniform Commercial Code or any other applicable law to provide notice or a copy of any such filed or recorded documents (c) At any time and from time to time, Permitted Encumbrances may exist. On or before upon the Effective Datewritten request of the Lender, Borrower shall and at the sole expense of such Grantor, such Grantor will promptly duly execute and deliver, or cause to be deliveredand have recorded, to Administrative Agent, such further instruments and documents and take such further actions as the Lender may reasonably request for the ratable benefit purpose of each Bank, obtaining or preserving the Security full benefits of this Agreement and Mortgages in form of the rights and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writingspowers herein granted, including UCC-1 (i) the filing of any financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing continuation statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect Code (or continue perfection ofother similar laws) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above effect in any jurisdiction with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and priorsecurity interests created hereby, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall notin the case of Investment Property, Deposit Accounts, Securities Entitlements, Letter-of-Credit Rights and shall not permit any of its Restricted Subsidiaries toother relevant Collateral, permit taking any actions reasonably necessary to exist any Lien on any Building or Manufactured enable the Agent to obtain “control” (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by within the terms meaning of the various Security InstrumentsUniform Commercial Code) with respect thereto, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers requirements of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderthis Agreement.

Security. (a) On Upon execution and after the Effective Datedelivery, the Obligations shall mortgages, deeds of trust or deeds to secure debt (each, a “Mortgage” and collectively, the “Mortgages”) will be secured by first effective to grant a legal, valid and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially enforceable mortgage lien or security title on all of the other material personal mortgagor’s right, title and interest in the real property assets included in the Collateral (each, a “Mortgaged Property” and, collectively, the “Mortgaged Properties”). When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or provincial law, applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a validly perfected and enforceable second priority lien or security title and security interest in the related Mortgaged Property for the benefit of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for subject only to the ratable benefit of each Bank, encumbrances and exceptions to title expressly permitted in the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, (including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower those liens under the North American ABL Facility and the other Credit Parties liens expressly permitted to be incurred or exist on the Collateral pursuant to this Agreement) or expressly set forth as required by this Section 5.1(aan exception to the policies of title insurance obtained to insure the lien of each Mortgage with respect to each of the Mortgaged Properties (such encumbrances and exceptions, the “Permitted Exceptions”). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersEnforceability Exceptions. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit Upon filing of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized andor equivalent filings) or Mortgages, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held the Collateral described in the Security Agreements and the equipment and fixtures described in the Mortgages (the “Personal Property Collateral”) and the due execution and delivery of the Intercreditor Agreement, the security interests granted thereby that can be perfected by Borrower and such Restricted Subsidiaries the filing of a financing statement (or equivalent filings) or Mortgage, as applicable) which are not the subject of existing first and prior, will constitute valid, perfected Liens securing liens and security interests in the Obligations as required by Section 5.1(a). Borrower Personal Property Collateral, for the benefit of the Administrative Agent, enforceable in accordance with the terms contained therein against all creditors of any grantor or mortgagor, subject to the Enforceability Exceptions, and its Restricted Subsidiaries are not required subject only to grant Liens liens expressly permitted to be incurred or exist on Mineral Interests other than their Proved Mineral Intereststhe Personal Property Collateral under this Agreement. (c) Borrower Upon execution and delivery, the Security Agreements will at be effective to grant a legal, valid and enforceable security interest in all times cause of the grantor’s right, title and interest in the Collateral (other material tangible than the Mortgaged Properties and intangible personal property of Borrower and each Restricted Subsidiary (excluded from the Collateral pursuant to the extent purported to be subject to the Security Agreement) to be subject to the Lien terms of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiaryas described in the Preliminary Offering Memorandum). (d) Notwithstanding any provision The Borrower and the Guarantors will collectively own, have rights in any of or have the Loan Papers power and authority to the contrary, in no event is any Building (as defined collaterally assign rights in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (Collateral, free and clear of any liens other than the Permitted Exceptions and as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall may be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered limited by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesEnforceability Exceptions. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after The obligations of the Effective DateIssuers under the Securities, the Obligations shall will be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) pledges of the issued and outstanding Equity Interests capital stock of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, NSM Steel (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security InstrumentsDelaware), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.Inc. (b) On or before each Determination Date after The obligations of the Effective Date, Company under its Guaranty will be secured equally and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, ratably by (i) a first mortgage over the land and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, buildings comprising the Mill (except for the ratable benefit Co-Gen Facility); (ii) a security interest in all amounts in the Notes DSR Account and Offshore Reserve Account; (iii) a security interest in all machinery and movable property located at the Mill; (iv) an assignment of each Bankall insurance and reinsurance policies maintained by the Company on the Mill (except for the Co-Gen Facility); (v) an assignment of the Company's rights and benefits under the Project Documents; (vi) a conditional assignment and general pledge of the Revenue Account, Mortgages in form the Notes Sinking Fund Account and substance acceptable to Administrative Agent the Operating Account; (vii) a pledge of certain Permitted Investments; (viii) a pledge of all issued and duly executed by Borrower outstanding shares of NSM Steel Company, Ltd.; and (ix) an assignment of Performance Bonds (all such Restricted Subsidiaries (as applicable) together with such other assignmentscollateral security, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a"Collateral"). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests The Collateral (other than their Proved Mineral Intereststhe Collateral described in clauses (ii) and (viii) above) will also secure, on an equal and ratable basis, certain existing Indebtedness under the Bank Credit Facility. In addition, all Collateral will secure, on a second priority basis, the obligations of the Company in respect of the Debenture Guaranty. (c) Borrower will at all times cause To secure the due and punctual payment of the obligations of the Issuers and the Company under the Indenture, the Securities and the Guaranty, the Issuers and the Company have entered into the Security Documents. The Issuers and the Trustee hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (beneficiaries pursuant to the extent purported to be subject to the Security Agreement) to be subject to the Lien terms of the Security Agreement including Sharing Agreement. Each Holder, by accepting or holding a Security, shall be deemed to have agreed to all Hedge Agreements the terms and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiaryprovisions of the Security Sharing Agreement. (d) Notwithstanding any provision in any Each Holder, by accepting a Security, shall be deemed to have authorized the Trustee to act as the representative of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent Holders for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any purposes of the Security InstrumentsSharing Agreement in connection with any communications or other dealings with the Collateral Agent, so long as no Event and the Collateral Agent shall not be required to accept communications from any party other than the Trustee, with respect to any request, instruction, direction, approval, consent, agreement or other instruction of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies Holders under the control agreements, powers of attorney and other rights and remedies to collect Indenture or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderSharing Agreement.

Security. As general and continuing security for the payment and performance of the Obligations the security described below will be granted to the Administrative Agent on behalf of the Lenders, in each case in a form acceptable to the Administrative Agent: (a) On a first lien over each of the Secured Properties and after the Effective DateCharged Personal Property (subject only to Permitted Encumbrances), the Obligations which shall be secured by first and prior Liens covering and encumbering include: (i) one hundred percent with respect to Secured Properties and Charged Personal Property outside of Quebec, (100%A) a first ranking debenture in the original principal amount of $500,000,000 from each applicable Credit Party and Nominee registered against each of the issued Secured Properties in favour of the Administrative Agent; (B) a first ranking general assignment of Leases and outstanding Equity Interests Rents from each applicable Credit Party and Nominee registered against each of the Secured Properties in favour of the Administrative Agent; (C) a security agreement from each existing Credit Party creating a first ranking security interest (subject only to Permitted Encumbrances) over all of the present and future Domestic Subsidiary interest of Borrower such Credit Party in the Charged Personal Property; (D) an assignment by each Credit Party of all policies of insurance and all proceeds thereunder with respect to the Secured Properties that are owned subject to the foregoing security and all other security hereafter granted by a Credit PartyParty pursuant to this Agreement, including any policies providing business interruption insurance, with the Administrative Agent named as first loss payee and additional insured, with a standard mortgage clause endorsement, and certificates evidencing all such insurance; and (E) the Direct Agreements. (ii) Proved Mineral Interests owned by Borrower with respect to each Secured Property, Leases and its Restricted Subsidiaries that constitute not less than Rents and Charged Personal Property in the Required Reserve Value Province of all Proved Mineral Interests owned by Borrower Quebec, a Hypothec in the principal amount of $500,000,000 from each applicable Credit Party and its Restricted Subsidiaries and (iii) substantially all Nominee of such Secured Property in favour of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit as hypothecary representative, (b) a beneficial owner and direction agreement between each Beneficial Owner and Nominee of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with Secured Property; and (c) such other assignmentssecurity or agreements relating to the Secured Properties as the Lenders may reasonably require. The parties hereto acknowledge and agree that the security described in subparagraphs (a) to (c) above in respect of the Secured Properties were executed and delivered in connection with the credit agreement dated as of July 9, conveyances2015, amendments, agreements which was entered into by certain parties hereto and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence amended and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary restated from time to time (in including by the Original Credit Agreement, and such security continues to be good and valid security for the Obligations and shall be deemed to have been delivered to the Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted Agent pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderthis Agreement.

Security. Create, incur, assume or suffer to exist any Security upon any of its property, whether now owned or hereafter acquired, except: (a) On and after Security for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) books of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth applicable person in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together conformity with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.US GAAP; (b) On carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or before each Determination Date after other like Security arising in the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit ordinary course of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which business that are not the subject overdue for a period of existing first and prior, perfected Liens securing the Obligations as required more than 30 days or that are being contested in good faith by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.appropriate proceedings; (c) Borrower will at all times cause the pledges or deposits in connection with workers’ compensation, unemployment insurance and other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary.social security legislation; (d) Notwithstanding any provision in any deposits to secure the performance of the Loan Papers to the contrarybids, in no event is any Building trade contracts (as defined other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any ordinary course of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.business; (e) Notwithstanding Security on assets of any Insurance Subsidiary pledged as collateral for Financial Indebtedness of such Insurance Subsidiary incurred under Clause 17.1(a)(vii); (f) Security on assets of any Insurance Subsidiary created to secure obligations of such Insurance Subsidiary under insurance and reinsurance policies; (g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Borrower or any of its Subsidiaries; (h) Security securing Financial Indebtedness of a Borrower or any of its Subsidiaries incurred pursuant to Clause 17.1(a)(v) to finance the acquisition, construction or improvement of fixed or capital assets, provided that: (i) such Security shall be created substantially simultaneously with the acquisition, construction or improvement of such fixed or capital assets, (ii) such Security does not at any time encumber any property other than the property financed by such Financial Indebtedness, and (iii) the aggregate amount of Financial Indebtedness secured thereby is not increased; (i) Security created pursuant to the Finance Documents; (j) any interest or title of a lessor under any lease entered into by a Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (k) Security (including Security in favour of the Custodian with respect to the Custodian Accounts) on cash and securities of any member of the Group incurred as part of the management of its investment portfolio in accordance with customary portfolio management practice and not in violation of its investment policy as in effect on the date of this Agreement; provided, however, that, with respect to the a Custodian Account, such Security shall be permitted only to the extent expressly provided in the Borrower A Collateral Control Agreement, the Borrower B Collateral Control Agreement or an Acceding Borrower Collateral Control Agreement (as the case may be); (l) Security existing on the date hereof and listed on Schedule 8 (Existing Security at the date of this Agreement); (m) Security arising in the ordinary course of business on operating accounts maintained by any member of the Group in the ordinary course of business securing obligations (other than Financial Indebtedness) arising in the ordinary course of business in favour of the banks in which such operating accounts are maintained; (n) attachments, judgments and similar Security for sums not exceeding US$50,000,000 in the aggregate (excluding any portion thereof covered by insurance as to which the relevant insurance company has acknowledged coverage); (o) attachments, judgments and similar Security for sums of US$50,000,000 or more (excluding any portion thereof which is covered by insurance as to which the relevant insurance company has acknowledged coverage), provided that the execution or other enforcement of such Security is stayed and fully bonded pending appeal; (p) any Security existing on property acquired in connection with an Investment made in connection with Clause 17.4 (Investments), provided that such Security shall extend solely to the item or items of property so acquired and, if required by the terms of the various Security Instrumentsinstrument originally creating such Security, other property which is an improvement to or is acquired for specific use in connection with such acquired property; (q) restrictions and similar encumbrances created pursuant to Requirements of Law upon the Credit Parties are and will be assigning to Administrative Agent for the benefit sale or transferability of the Secured Parties all Capital Stock of any Insurance Subsidiary and the Hydrocarbon production, products and proceeds accruing exercise of any right to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers any such Insurance Subsidiary; (r) Security securing Swap Contracts of attorney and other rights to exercise control over such collateral any Borrower or any other collateral covered of its Subsidiaries; (s) any extension, renewal or replacement of any Security permitted by any the preceding sub-clauses of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instrumentsthis Clause 17.5 (Security), provided that no additional property (other than a substitution of like property) shall be encumbered thereby and no additional Financial Indebtedness shall be secured thereby unless such forbearance by Administrative Agent additional Financial Indebtedness on such property would have been permitted in not exercising its rights and remedies under connection with the control agreementsoriginal creation, powers incurrence or assumption of attorney such Security; and (t) and other rights and remedies to collect or control Security securing obligations not at any of such collateral shall not constitute time exceeding $5,000,000 in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderaggregate for the Group.

Security. The Company has delivered (aor shall deliver, as applicable) On to the Collateral Agent on behalf of the Holders the following duly executed Security Documents on and after the Effective Original Issue Date, as applicable: (1) a Debenture from the Obligations shall be secured by first Company and in the principal amount of $250,000,000; (2) for each Material Subsidiary on the Original Issue Date (and for any other entity which becomes a Material Subsidiary after the Original Issue Date), the following documents on the Original Issue Date (or prior Liens covering and encumbering to or concurrently with it becoming a Material Subsidiary, as applicable): (i) one hundred percent (100%x) in the case of each Material Subsidiary on the Issue Date, a duly executed counterpart of this Indenture and (y) in the case of each entity that becomes a Material Subsidiary after the Issue Date, a supplemental indenture substantially in the form of Annex B; and (ii) a Debenture from such Material Subsidiary in the principal amount of $250,000,000; and (3) if and when requested by the Collateral Agent, such documents and instruments providing a fixed Lien in accordance with Section 1504. The Collateral Agent hereby accepts such designation and appointment as the Collateral Agent under this Indenture and agrees to act as the Collateral Agent on the conditions contained in this Indenture. Each Holder by its acquisition of a Note agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Note Documents and the Intercreditor Agreements, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein, shall be binding upon the Holders. Each of the Trustee and the Collateral Agent, or any respective successor, is hereby authorized, to execute or to enter into amendments of, and amendments and restatements of, the subordination agreement described in clause (h) of the issued definition of “Convertible Debentures” and outstanding Equity Interests of each existing any additional and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) replacement subordination agreements on substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Paperssimilar terms. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to the Liens permitted under Section 7.16) covering and encumbering (i) one hundred percent (100%) of the Recognized Value Properties, and (ii) all of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are Capital Stock owned by a Credit PartyCherokee Partners and each member of the Quest Group (other than QRC), (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by each Guarantor in Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existGuarantor. On or before the Effective Closing Date, Borrower shall deliver, or cause deliver to be delivered, to Administrative Agent, Collateral Agent for the ratable benefit of each BankLender, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit PartyBorrower, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only to the Liens permitted under Section 7.16) in all Borrowing Base the Recognized Value Properties and other interests of Borrower and the other each Credit Parties as Party required by this Section 5.1(a6.1(a). Borrower hereby authorizes Administrative Collateral Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s 's discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersDocuments. (b) On or before each Determination Date From time to time after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks Lenders shall request (including, without limitation, in connection with any title and curative (a) preceding with respect to any Oil and Gas Properties acquired by Borrower and each Guarantor subsequent to the last date on which Borrower or any such Guarantor was required to execute and deliver Mortgages pursuant to this Section 6.1(b) or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Liens permitted under Section 7.16) in favor of Collateral Agent for the ratable benefit of Lenders. (c) At any time Borrower or any of its Subsidiaries are required to execute and deliver Mortgages to Collateral Agent pursuant to this Section 6.1 (other than Mortgages to be delivered on the Closing Date, which shall only require evidence of title to verify Borrower's title to the Initial Title Required Reserve Value of the Proved Reserves which are subject to such Mortgages to be delivered on the Closing Date), Borrower shall also deliver to Agent such opinions of counsel (including, if so requested, title opinions, and in each case addressed to Agent) and other evidence of title as Agent shall deem necessary or appropriate to verify (i) Borrower's or such Guarantor's title to the Required Reserve Value of the PDP Reserves of Borrower and each Guarantor which are subject to such Mortgages, and (ii) the validity, perfection and priority of the Liens created by such Mortgages and such other matters regarding such Mortgages as Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 6.1(a)(ii) or Section 7.15, Borrower shall, and shall cause its Restricted Subsidiaries toCherokee Partners and each member of the Quest Group (other than QRC) or any Indirect Subsidiary (as applicable), to execute and deliver to Administrative AgentCollateral Agent a Pledge Agreement, for the ratable benefit of each Bank, Mortgages in form and substance together with (i) all certificates (or other evidence acceptable to Administrative Agent Agent) evidencing the issued and duly executed by outstanding Capital Stock of Borrower and any such Restricted Subsidiaries Guarantor of every class owned by Cherokee Partners and each such member of the Quest Group (other than QRC), or Borrower or such Indirect Subsidiary (as applicable) together with which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a6.1(a) above with respect to Proved Mineral Interests then held by Borrower in the issued and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property outstanding Capital of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiarysuch Guarantor. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent the Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights and all products, proceeds and other interests relating to the ownership, operation and/or production of such Borrowing Base Properties, and (100%ii) all of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its each Restricted Subsidiaries that constitute not less than the Required Reserve Value Subsidiary of all Proved Mineral Interests owned by Borrower and its each Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existSubsidiary. On or before the Effective Closing Date, Borrower shall deliver, or cause to be delivered, (A) deliver to Administrative Agent, Agent for the ratable benefit of each Bank, the Security Agreement and Mortgages (including, without limitation, amendments to the Existing Mortgages) in form and substance acceptable to Administrative Agent and duly executed by such Credit PartyBorrower and/or its Subsidiaries, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only to Permitted Encumbrances) in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a), (B) execute and deliver to Administrative Agent (1) a Borrower Pledge Agreement, and (2) such UCC-1 and UCC-3 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and (C) deliver to Administrative Agent the certificate(s) evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower, duly endorsed or accompanied by appropriate blank stock powers. Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s 's discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Redetermination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably requestrequest or as otherwise required hereunder, including, without limitation, pursuant to Section 4.5 hereof, Borrower shall, and shall cause its Restricted Subsidiaries to, shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Subsidiaries Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above preceding with respect to Borrowing Base Properties acquired by Borrower and its Restricted Subsidiaries subsequent to the last date on which Borrower or any such Restricted Subsidiary was required to execute and deliver Mortgages pursuant to this Section 5.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) At any time Borrower or any of its Subsidiaries is required to execute and deliver Mortgages and/or Assignments and Amendments to Mortgages to Administrative Agent pursuant to this Section 5.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Borrower's or such Subsidiary's title to the Required Reserve Value of the Proved Mineral Interests then held which are subject to such Mortgages, and (ii) the validity and perfection of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii), Borrower or any Indirect Restricted Subsidiary (as applicable) shall execute and deliver to Administrative Agent a Borrower Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Restricted Subsidiary of every class owned by Borrower and or such Indirect Restricted Subsidiaries Subsidiary (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required shall be duly endorsed or accompanied by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision stock powers executed in any of the Loan Papers to the contrary, in no event is any Building blank (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; providedapplicable), that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to such UCC-1 financing statements as Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over each such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderRestricted Subsidiary.

Security. (a) On The Security to be provided to the Lender from time to time for the granting of the Loan and after the Effective Date, as security for the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) consist of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Partyfollowing, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower which documents shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable satisfactory to Administrative Agent the Lender in its sole reasonable discretion: (a) unlimited guarantees granted by each Corporate Guarantor guaranteeing the due payment and duly performance of the Obligations; (b) general security agreements executed by the Borrower, and each Corporate Guarantor, in favor of the Lender granting a First Ranking Security Interest over all of the present and after acquired real and personal Property of the Loan Parties; (c) intellectual property security agreement executed by each Loan Party that owns Borrower Intellectual Property in favour of the Lender granting a First Ranking Security Interest over all Borrower Intellectual Property owned by such Credit Loan Party, together registered with such the United States Patent and Trademark Office, the Canadian Intellectual Property Office, or other assignmentsapplicable public office, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary Lender from time to time to maintain the priority thereof; (d) securities pledge agreements granted by each applicable Loan Party in Administrative Agent’s discretionfavor of the Lender granting a First Ranking Security Interest over all present and after acquired Shares of each Material Subsidiary of the Borrower; (e) Control Agreements with respect to each Collateral Account (other than Excluded Account) of each Loan Party situated in the United States of America or any other jurisdiction where a Control Agreement is required to perfect a security interest therein; (f) at any time, such other guarantees and security (including pledges, security agreements and debentures) as may be required by the Lender in its reasonable discretion to be granted by the Loan Parties or continue perfection of) the Liens granted pursuant Immaterial Subsidiaries from time to time. The parties acknowledge that the following Security and other deliverables shall not be required as a condition to the Loan Papers.Initial Advance: (a) all Security in respect of Dataworxs Systems Australia Pty. Ltd. ACN 6▇▇ ▇▇▇ ▇▇▇, VIQ Australia Pty Limited ACN 094 750 679, VIQ Solutions Pty Limited ACN 0▇▇ ▇▇▇ ▇▇▇, and VIQ Solutions Australia Pty Ltd. ACN 008 711 877, together with the related documentation and legal opinions contemplated herein, all of which shall be delivered within 14 days following the Closing Date; and (b) On or before each Determination Date after insurance certificates showing the Effective DateLender as loss payee as its interest may appear in respect of Dataworxs Systems Limited, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) delivered within 7 days following the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesClosing Date. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after There will be granted to the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bankthe Lenders, any counterparty to any hedging agreement that is a Lender (or any affiliate thereof) and any Lender (or any affiliate thereof) with treasury management arrangements with any Loan Party, valid and perfected first priority (subject to certain customary exceptions satisfactory to the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed set forth in the Financing Documentation) security interests in (collectively, the “Collateral”) all present and future capital stock or other membership or partnership equity ownership or profit interests (collectively, “Equity Interests”) of material domestic subsidiaries owned or held of record or beneficially by such Credit each of the Loan Parties, and 65% of the voting stock (and 100% of the non-voting stock) of all material first-tier foreign subsidiaries of any Loan Party, together and all proceeds of the foregoing; provided that any material first-tier foreign subsidiary that is disregarded for tax purposes shall not be deemed to be a foreign subsidiary. Notwithstanding the foregoing, no Equity Interests of the Target nor any subsidiary thereof shall be required to become Collateral unless and until either the Borrower has acquired 100% of the outstanding equity interests of the Target or the MergerSub has merged with and into the Target as contemplated pursuant to the Purchase Agreement, with the understanding that the Target will be considered an unaffiliated third party with respect to the covenants, representation and warranties, events of default and similar provisions set forth in the Financing Documentation (including intercompany and affiliate exceptions) until the Target becomes a direct or indirect wholly owned subsidiary of the Borrower All such other assignmentssecurity interests in Collateral will be granted on terms and conditions substantially similar to those for the collateral securing that certain Credit Agreement dated as of June 17, conveyances2011, amendmentsby and among the Borrower, agreements the lenders party thereto and other writings▇▇▇▇▇ Fargo Bank, including UCC-1 financing statements (each duly authorized andNational Association, as applicable, executed) as Administrative Agent shall deem necessary (as amended or appropriate to grantmodified, evidence the “Existing Credit Agreement”), with such additions and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and revisions as may be reasonably requested by the other Credit Parties as required by this Section 5.1(a)Lead Left Arranger. Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under On the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Closing Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestssecurity interests will have become perfected. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. The Borrower Obligations, the Guarantees and the hedging/cash management arrangements will be secured by: (a) On and after the Effective Date, the Obligations shall be secured by a perfected first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties priority (subject to certain exceptions permitted liens) pledge of 100% of the capital stock or other membership or partnership equity ownership or profit interests owned by the Borrower and each other Guarantor in any wholly-owned first tier subsidiary (provided that such pledge would not result in material adverse tax consequences as set forth in determined by the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(aDDTL Agent). Borrower hereby authorizes Administrative Agent, ; and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver a perfected first priority (subject to Administrative Agent, for the ratable benefit of each Bank, Mortgages permitted liens) security interest in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at substantially all times cause the other material tangible and intangible personal property of the Borrower and each Restricted Subsidiary Guarantor (including but not limited to accounts, inventory, equipment, general intangibles (including contract rights), deposit and securities accounts, other investment property, intellectual property, intercompany notes and all products and proceeds of the extent purported foregoing, but excluding certain customary exceptions to be agreed) (the items described in clauses (a) and (b) above, collectively, the “Collateral”); provided that, in the event that any Acceptable Alternate Exit Financing consists of an asset-based credit facility, the foregoing security interests shall be subject to the Security Agreement) security interests granted in the definitive loan documents relating to such Acceptable Alternate Exit Financing. For the avoidance of doubt, no security interest shall be required in any leased real estate of the Borrower or any Guarantor or in any fee-owned real estate of the Borrower or any Guarantor to the extent the fair market value of such fee-owned real estate is below a threshold to be agreed. All the above-described pledges and security interests shall be created on terms (including with respect to excluded assets, perfection requirements and materiality thresholds), and pursuant to documentation to be set forth in the Definitive Financing Documentation; and none of the Collateral shall be subject to the Lien of the Security Agreement including all Hedge Agreements other pledges and Hedge Transactions entered into by Borrower security interests (except permitted liens and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers other exceptions to the contrary, in no event is any Building (as defined be set forth in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesDefinitive Financing Documentation). (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. As general and continuing security for the payment and performance of the Obligations the security described below will be granted to the Agent, in each case in a form acceptable to the Agent: (a) On and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) a securities pledge agreement in favour of the issued and outstanding Agent from the Limited Recourse Guarantor, creating a first priority Encumbrance in the Equity Interests of each existing and future Domestic Subsidiary of Borrower that are the Borrowers owned by the Limited Recourse Guarantor (the “Limited Recourse Guarantor Pledge Agreement”); (b) a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth demand debenture from each Nominee in the Security Instrumentsprincipal amount of $150,000,000, which demand debenture shall constitute a first priority fixed and specific mortgage and charge of each Secured Property (including, without limitation, any accounts pertaining to such Secured Property), except that, in each case, subject to Permitted Encumbrances may exist. On and which will include a first priority ranking security interest (subject only to Permitted Encumbrances) over all of the Borrowers’ personal property located at or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages used solely in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together connection with such other assignments, conveyances, amendments, agreements Secured Property and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and owned by the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.Borrowers; (c) Borrower will at a first priority general assignment of leases and rents from each Nominee constituting a first priority assignment and security in all times cause the other material tangible Leases and intangible personal property Rents in respect of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary.Secured Property; (d) Notwithstanding any provision a beneficial owners charge and direction whereby each Beneficial Owner directs the applicable Nominee to charge legal title to each Secured Property, for and on behalf of such Beneficial Owner, in any favour of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.Agent; (e) Notwithstanding that, an assignment by each Beneficial Owner of all policies of insurance and all proceeds thereunder with respect to each Secured Property that are subject to the foregoing security and all other security hereafter granted by the terms Borrowers pursuant to this Agreement, including any policies providing business interruption insurance, with the Agent named as first loss payee and additional insured as its interest may appear, with a standard mortgage clause endorsement, and certificates evidencing all such insurance; (f) a blocked account agreement in respect of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing Debt Service Reserve Account; (g) only to the property covered thereby and are and will be providing extent certificated, certificates representing all Equity Interests subject to Administrative Agent various control agreementsthe Security, together with duly executed powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any respect of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under certificates; and (h) such other security relating to each Secured Property as the Security Instruments or a release of any Lien granted thereunderAgent may reasonably require.

Security. (a) On In order to secure the Obligations of the Company under this Indenture and after the Effective DateNotes, the Obligations Company and the Collateral Agent have entered into simultaneously with the execution of this Indenture each Security Document referred to in the last sentence of the definition thereof, in each case together with evidence (which shall be secured delivered by first the Company to the Trustee) that all other documents and prior instruments, including Uniform Commercial Code financing statements and all other actions required by law or the terms of the Security Documents to be filed, registered or recorded to create the Liens covering intended to be created by the Security Documents and encumbering perfect such Liens to the extent required by the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document. In the case of all real property, as to which a Mortgage is delivered, the Company shall also deliver (the following, collectively, “Mortgage Deliverables”) (i) one hundred percent a policy or policies of lender’s title insurance in an amount equal to the lesser of (100%x) the fair market value of the real property subject to the Mortgage and (y) the aggregate principal amount of the Notes and any Parity Lien Obligations, proportionally allocated to the real property subject to the Mortgage (which amount of title insurance the Company shall increase, if applicable, upon the issuance of any Additional Notes or Parity Lien Obligations but in no event shall the Company be required to increase such amount in excess of the fair market value of such property), as is customarily determined for transactions of a similar nature, paid for by the Company, issued and outstanding Equity Interests by a nationally recognized title insurance company, insuring the Lien of each existing Mortgage as a valid first Lien on the mortgaged property described therein, free of any other Liens except Liens permitted by the terms of this Indenture and future Domestic Subsidiary of Borrower that the applicable Security Documents, together with coinsurance, reinsurance and such endorsements to such policy or policies as are owned by a Credit Partycustomary, (ii) Proved Mineral Interests owned a survey of the property subject to any such Mortgage (such surveys, collectively, the “Surveys”) certified to the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys by Borrower a land surveyor duly registered and its Restricted Subsidiaries that constitute not less than licensed in the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and state in which such real property is located, (iii) substantially all an Opinion of Counsel of the other material personal property assets type specified in Section 11.02(b) with respect to any such Mortgage, (iv) evidence of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause insurance required to be deliveredmaintained pursuant to the Mortgages and this Indenture, and (v) flood hazard determination certificates and, if required, notices to Administrative Agent, for the ratable benefit record owner of each Bank, the Security Agreement and Mortgages any improvements in form and substance acceptable to Administrative Agent and duly executed by such Credit Partya special flood hazard area, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements evidence of acceptable flood insurance coverage. With respect to any Mortgaged Premises (each duly authorized andas defined in the Collateral Trust Agreement) that, as applicableof the Issue Date, executedis covered by a Mortgage (as defined in the 2012 Indenture) as Administrative Agent shall deem necessary or appropriate (“Existing Mortgage”), an endorsement to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted existing title insurance policy delivered pursuant to Section 11.02 of the Loan Papers2012 Indenture may be delivered in lieu of a new title insurance policy. Notwithstanding the foregoing, if the Company is unable to provide a Mortgage on any real property required to be so mortgaged hereunder or any applicable Mortgage Deliverables on the Issue Date (the foregoing, collectively, the “Issue Date Mortgage Deliverables”), the Company need not provide such Issue Date Mortgage Deliverables on such date, but shall use commercially reasonable efforts to do so as promptly as practicable and in any event within 180 days from such date. (b) On or before each Determination Date From and after the Effective Issue Date, if (1) any real property, plant or equipment (other than Excluded Property) is acquired by the Company or a Subsidiary Guarantor that is not automatically subject to a perfected security interest under the Security Documents, (2) any real property, plant or equipment which was Excluded Property ceases to be Excluded Property, or (3) any Subsidiary becomes a Subsidiary Guarantor, then the Company or such Subsidiary Guarantor will, as soon as reasonably practical after such property’s acquisition or it no longer being Excluded Property or such Subsidiary becoming a Guarantor, provide security over such property (or, in the case of a new Subsidiary Guarantor, provide security over all of its assets constituting Notes Collateral except Excluded Property) in favor of the Collateral Agent and at deliver any required supplement to the Security Agreement and any required Mortgages necessary to grant security interests in such other times property, and, in the case of real property, as Administrative Agent to which a Mortgage is required to be delivered, Mortgage Deliverables. Notwithstanding anything herein contained to the contrary, (i) in the case of the Issue Date Mortgage Deliverables, the real property secured by Mortgages and the amount of title insurance issued shall be the same as was so secured and issued in connection with that certain Indenture dated as of November 20, 2012 (the “2012 Indenture”) among AK Steel Company, as Issuer, AK Steel Holding Company, U.S. Bank National Association, as Trustee and U.S. Bank National Association, as Collateral Agent) and (ii) the Company shall be required to deliver a title insurance policy with respect to any real property acquired after the Issue Date only to the extent that the aggregate insured amount of all title insurance then in effect is less than the then outstanding aggregate principal amount of the obligations then secured by the Mortgages so long as the Company certifies that (1) to its reasonable belief, the existing fair market value of collateral insured by title insurance equals or Required Banks shall exceeds the aggregate principal amount of the Notes then outstanding and (2) the aggregate amount of title insurance then in effect (i.e., exclusive of policies for real property no longer owned by the Company or a Subsidiaries) equals or exceeds the aggregate principal amount of bonds then outstanding, provided further that as to this subsection (2), to the extent that the parties hereto reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver determine that the cost of acquiring title insurance is not proportionate to Administrative Agent, for the ratable benefit of each Banksuch insurance (i.e. the value of the real property at issue significantly exceeds any shortfall between the then outstanding aggregate title insurance amount and the principal amount of the then outstanding bonds or the title premium would be excessive relative to the benefits of such increased insurance), Mortgages such new title insurance amounts shall not be required. Any security interest provided pursuant to this Section 11.02(b) that requires execution of new Security Documents by a new Guarantor or of a new Mortgage shall be accompanied by such Opinions of Counsel as to the enforceability of such Security Documents and the validity and perfection of the Liens on such property as is customarily given by counsel in the relevant jurisdiction, in form and substance acceptable to Administrative Agent customary for such jurisdiction and duly executed by Borrower with customary qualifications and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestsexceptions. (c) Borrower will at The Company and the Guarantors shall comply with all times cause the other material tangible covenants and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to agreements contained in the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryDocuments. (d) Notwithstanding any provision in any Each Holder, by accepting a Note, agrees to all of the Loan Papers terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property provisions of this Indenture and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesDocuments. (e) Notwithstanding thatThe Company and each Guarantor shall execute any and all further documents, by financing statements, agreements and instruments, and take all such further actions (including the terms filing and recording of the various Security Instrumentsfinancing statements, the Credit Parties are fixture filings, modifications to or amendments and will be assigning to Administrative Agent for the benefit restatements of the Secured Parties all Mortgages and other documents and recordings of the Hydrocarbon productionLiens in stock registries), products and proceeds accruing to the property covered thereby and are and will be providing extent required under the Security Documents, to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any ensure that the Liens of the Security InstrumentsDocuments on the Notes Collateral remain perfected with the priority set forth by the Security Documents, so long all at the reasonable expense of the Company and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as no to the perfection and priority of the Liens created or intended to be created by the Security Documents. (f) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing continuing, the Credit Parties may continue Company will, and will cause the Subsidiary Guarantors to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to receive the Company and collect all such proceeds during normal business hours, to visit and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control inspect any of the collateral subject property of the Company and the Subsidiary Guarantors, to review, make extracts from and copy the books and records of the Company and the Subsidiary Guarantors relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and the Subsidiary Guarantors, and (ii) deliver to the Security InstrumentsCollateral Agent such reports, provided that including valuations, relating to any such forbearance property or any Lien thereon as the Collateral Agent may reasonably request. (g) The Company will bear and pay all reasonable, documented, out-of-pocket legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Company and the Subsidiary Guarantors of the Company set forth in this Section 11.02 and also will pay, or promptly reimburse the Trustee and Collateral Agent for, all reasonable, documented, out-of-pocket costs and expenses incurred by Administrative the Trustee or Collateral Agent in not exercising its rights connection therewith, including all reasonable, documented, out-of-pocket fees and remedies under charges of any advisors, auditors, consultants, representatives or any one law firm (except to the control agreementsextent local counsel may be reasonably required due to the jurisdiction in which any part of the Notes Collateral is located) acting for the Trustee or for the Collateral Agent. (h) Notwithstanding the foregoing, powers of attorney the Company and other rights and remedies to collect or control any of such collateral Subsidiary Guarantor shall not constitute in any way be required to provide Mortgages on real property (including improvements thereon) with a waiver, remission or release greater of any book and fair market value of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderless than $10.0 million and vehicles.

Security. (a) On and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, The Borrower shall deliver, execute and deliver or cause to be delivered, to Administrative Agent, executed and delivered in favour of the Collateral Agent (as agent for the ratable benefit of each Bank, Lenders) the Security Agreement and Mortgages (as defined hereinafter), all to be in form and substance acceptable satisfactory to Administrative the Collateral Agent and duly executed by such Credit Party(acting reasonably). The “Security” shall comprise the following, together with such other assignmentsall registrations, conveyances, amendments, agreements filings and other writingssupporting documentation in respect of same, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative the Collateral Agent, acting reasonably: (1) A collateral mortgage together with an assignment of rents, securing the debt obligations of the Borrower to SIDIT, constituting a first, fixed and its agentsspecific mortgage and charge over all lands legally and beneficially owned by the Borrower on the date of this Agreement (collectively, successors the “Mortgaged Lands”), particulars of which are set out in Schedule C attached hereto, subject only to “Permitted Encumbrances” as defined in Schedule C attached hereto; (2) a general security agreement granted by the Borrower over all of the Borrower’s personal property, together with an “all present and assignsafter-acquired personal property” financing statement registered in the British Columbia Personal Property Registry; (3) an insurance certificate with respect to the Mortgaged Lands which evidences the insurance required by this Agreement and shows the Collateral Agent as loss payee pursuant to an IBC approved standard mortgage clause (4) commencing at the time of the SIDIT advance, an Assignment of Liability and Fire Insurance in favour of the Collateral Agent and SIDIT; and (5) Priority agreements J▇▇▇ ▇▇▇▇▇ as the Collateral Agent pursuant to file any an Amended and all necessary financing statements under the Uniform Commercial CodeRestated Credit Agreement dated April 18, assignments and/or continuation statements 2012 as necessary may be amended or restated from time to time (in Administrative Agent’s discretion) granting priority to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding SIDIT over any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered debt owed by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit or the Covenantor to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrancessuch parties. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On As security for the full and after timely payment and performance of all Obligations, which security shall ratably secure the Effective DateObligations, the Bank of America Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each BankPrudential Obligations, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries all other Credit Parties to, on or before the Closing Date, do or cause to be done all things necessary in the reasonable opinion of the Collateral Agent and its counsel to grant to the Collateral Agent for the benefit of the Lender and the other Secured Parties a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer (other than restrictions on transfer imposed by applicable securities laws or Permitted Liens). Without limiting the foregoing, the Borrower and each Material Subsidiary having rights in any Collateral shall on the Closing Date deliver to Administrative the Collateral Agent, for the ratable benefit of each Bank, Mortgages in form and substance reasonably acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries Lender, (as applicableA) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect a Security Agreement of the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Domestic Subsidiary (which shall grant to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Collateral Agent for the benefit of the Secured Parties a security interest in and lien on all Collateral described therein, subject to no Liens other than Permitted Liens, (B) a Pledge Agreement of the Hydrocarbon production, products Borrower and proceeds accruing each Material Subsidiary owning any Subsidiary Securities which shall pledge to the property covered thereby and are and will be providing to Administrative Collateral Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any for the benefit of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Secured Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any 100% of the collateral subject Subsidiary Securities of all Domestic Subsidiaries; (C) certificates representing such Subsidiary Securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, and (D) Uniform Commercial Code financing statements reflecting the Lien in favor of the Collateral Agent on such Subsidiary Securities, and shall take such further action and deliver or cause to the Security Instruments, provided that be delivered such forbearance further documents as required by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderotherwise as the Collateral Agent may request to effect the transactions contemplated by this Section 7.

Security. (a) On In order to secure the Obligations of the Company under this Indenture and after the Effective Notes, the Company will execute and deliver to the Trustee on the Issue Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) joinder agreements to each of the issued Security and outstanding Equity Interests of each existing Pledge Agreement and future Domestic Subsidiary of Borrower the Collateral Trust Agreement such that are owned by a Credit Partythe Security Documents, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than after giving effect to such joinder agreements effective upon the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of Issue Date, will create the other material personal property assets of Liens intended to be created thereunder, with the Credit Parties (subject to certain exceptions as priority set forth in therein and on the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be deliveredCollateral, to Administrative Agent, for secure the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersObligations. (b) On If (i) any Subsidiary becomes a Guarantor, (ii) the Company or before any Guarantor acquires any property (other than Excluded Property) that is not automatically subject to a perfected security interest under the Security Documents, or (iii) any Excluded Property ceases to fit within the definition thereof, the Company or such Guarantor shall notify the Collateral Agent in writing thereof and, in each Determination Date case at the sole cost and expense of the Company or Guarantor and as soon as reasonably practicable after such entity becomes a Guarantor, such property’s acquisition or it no longer being Excluded Property, as the Effective Datecase may be, execute and deliver to the Collateral Agent such mortgages, security agreement supplements and other documentation (in form and scope, and at covering such Collateral on such terms, in each case consistent with the mortgages, security agreements and other times as Administrative Agent or Required Banks shall reasonably request, Borrower shallSecurity Documents in effect on the Issue Date), and take such additional actions (including any of the actions described in Section 4.19(b)), as are reasonably necessary to create and fully perfect (except to the extent perfection is not required thereunder) in favor of the secured parties under the Security Documents a valid and enforceable security interest in (and in the case of real property, mortgage lien on) such Collateral, which shall cause its Restricted Subsidiaries tobe free of any other Liens except for Permitted Collateral Liens. Any security interest provided pursuant to this Section 11.02(b) shall be accompanied by such Opinions of Counsel as to the validity and perfection of the Liens on such property to the Company as customarily given by counsel in the relevant jurisdiction, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable customary for such jurisdiction. In addition, the Company shall deliver an Officers’ Certificate to Administrative the Collateral Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem certifying that the necessary or appropriate measures have been taken to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and security interest in such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestsproperty. (c) Borrower will at The Company and the Guarantors shall comply with all times cause the other material tangible covenants and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to agreements contained in the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryDocuments. (d) Notwithstanding any provision in any Each Holder, by accepting a Note, agrees to all of the Loan Papers terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the contrary, in no event is any Building (as defined in provisions of the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property Indenture and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesDocuments. (e) As among the Holders, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of differences in time of issuance, sale or otherwise, as security for the Obligations under this Indenture and the Notes. (f) To the extent applicable, the Company will be required to comply with Section 313(b) of the Trust Indenture Act, relating to reports, and, unless the Notes are qualified under the Trust Indenture Act, the Company will not be required to comply with Section 314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the Notes, except to the extent required by law. To the extent applicable, any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. The most recent appraisals required pursuant to the definition of “Fair Market Value” shall be deemed sufficient for such purposes to the maximum extent permitted by law. Notwithstanding thatanything to the contrary herein, by the Company and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of outside counsel, that under the terms of that section and/or any interpretation or guidance as to the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit meaning thereof of the Secured Parties Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Hydrocarbon production, products and proceeds accruing Trust Indenture Act is inapplicable to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderreleased Collateral.

Security. (a) On The Security shall have been validly created and after perfected in a manner satisfactory to EBRD and EBRD shall have received duly executed originals of the Effective Datefollowing Security Documents, together with any document, recording, filing, notification, registration, notarisation or other evidence required, in the opinion of EBRD, for the creation, validity, perfection or priority of the Liens of EBRD in or under such Security Documents: • the Bank Account Pledges; • the Contract Assignment; • the Immovables Mortgage; • the Insurance Assignment; • the Movables Pledge; and • the Participating Interest Pledge; • Charters. EBRD shall have received certified copies of the Charters of the Borrower, the Obligations shall be secured by first Sponsor and prior Liens covering the Shareholder (and, if relevant, certificates of registration and encumbering (i) one hundred percent (100%good standing) of the issued Borrower, the Sponsor and outstanding Equity Interests of the Shareholder, each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value as amended to date. • Corporate Authorisations. EBRD shall have received certified copies of all Proved Mineral Interests owned by Borrower corporate (including, if required, shareholder) Authorisations necessary for the due execution, delivery and its Restricted Subsidiaries and (iii) substantially all performance of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement Financing Agreements and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative AgentProject Agreements, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (other documents in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding thatimplementation thereof, by the terms Borrower, the Sponsor and the Shareholder, including the authorisations of the various Security Instrumentspersons signing the Financing Agreements and Project Agreements to sign such documents and to bind the respective parties thereby. • Specimen Signatures. EBRD shall have received: • a certificate of incumbency and authority of the Borrower substantially in the form of Exhibit B; and • a certificate of an appropriate officer of each of the Sponsor and the Shareholder, certifying the specimen signature of each person authorised to sign, on behalf of such party, the Credit Parties are Financing Agreements and will Project Agreements to be assigning to Administrative Agent entered into and performed by such party. • Governmental and Other Authorisations. EBRD shall have received certified copies of all Authorisations, if any, including creditors’ consents, necessary for the benefit execution, delivery and performance of the Secured Parties all Financing Agreements and Project Agreements by the Borrower, the Sponsor and the Shareholder and for the transactions contemplated thereby, including: • the borrowing by the Borrower under this Agreement; • the creation of the Hydrocarbon production, products and proceeds accruing to Security; • the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any carrying out of the Security Instruments, so long Project and the Financing Plan; • the remittance to EBRD of all monies payable in respect of the Financing Agreements; and • the carrying on of the business of the Borrower as no Event of Default has occurred it is presently carried on and is continuing contemplated to be carried on; other than any Authorisation of a routine or minor nature which is not necessary for the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any implementation of the collateral subject to Project at the Security Instrumentstime of the proposed Disbursement or which may only be obtained as the Project progresses or after construction is completed and in each case which is customarily granted in due course after timely application, provided that such forbearance by Administrative Agent and in respect of which the Borrower is not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release aware of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderreason for it being unable to obtain in due course such Authorisation.

Security. (a) On To secure full and after complete payment and performance of the Effective Dateobligations of the Borrowers to the Lender, the Obligations shall be secured by Borrowers will cause the appropriate Person to execute and deliver to the Lender the following documents and instruments: (i) the Mortgages (or appropriate amendments to existing mortgages) from the Borrowers granting the Lender a first and prior Liens covering Lien on the oil and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests gas Properties of each existing and future Domestic Subsidiary of Borrower that are owned as designated by a Credit Partythe Lender, together with financing statements relating thereto, subject only to Permitted Liens; (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value Guaranty of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and the Guarantor; and (iii) substantially all the stock pledge agreement of the other material personal property assets Parent pledging to the Lender 100% of the Credit Parties (subject to certain exceptions as set forth equity interests in the Security Instruments)Toreador Exploration, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement Tormin and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, TAC together with the stock certificates evidencing such other assignmentsinterests, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens endorsed in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papersblank. (b) On All documents delivered or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks to be delivered hereunder shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages be in form and substance acceptable reasonably satisfactory to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower Lender and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestscounsel and shall be supported by such legal opinions as the Lender or its counsel may reasonably request. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported All Liens to be subject to the Security Agreement) to be subject to the Lien created by delivery of the Security Agreement including all Hedge Agreements documents referred to in this Section shall be first and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiaryprior perfected Liens in favor of the Lender, subject only to Permitted Liens. (d) Notwithstanding any provision The Borrowers have executed mortgages, deeds of trust, pledges, assignments, guarantees and other security documents in any favor of the Loan Papers Lender in connection with credit facilities provided by the Lender to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall notBorrowers, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by it is intended that all such documents secure the terms respective obligations of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing Borrowers to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderLender incurred pursuant hereto.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) the Mineral Interests owned by Borrowers specified by Administrative Agent or Required Banks which shall in all events include not less than the Mortgage Required Reserve Value of all Proved Mineral Interests owned by Borrowers on and after the Closing Date, and (ii) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existParent. On or before the Effective Closing Date, Borrower Borrowers shall deliver, or cause to be delivered, deliver to Administrative Agent, for the ratable benefit of each BankBank (A) the Assignments and Amendments to Mortgages, and the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, Borrowers together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as Borrowers required by this Section 5.1(a6.1(a). Borrower hereby authorizes , (B) the Parent Pledge Agreement duly executed by Parent and each Subsidiary Pledge Agreement duly executed by each applicable Subsidiary of Parent, (C) such UCC-1 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by each such Parent Pledge Agreement and Subsidiary Pledge Agreement, and (D) the certificates (or other evidence satisfactory to Administrative Agent) evidencing the issued and outstanding Equity of each Subsidiary of Parent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements duly endorsed or accompanied by appropriate blank stock powers (as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papersapplicable). (b) On the Closing Date and on or before each Determination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and Borrowers shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) the appropriate Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a6.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) Borrowers which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a6.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause On the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien date of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into creation or acquisition by Borrower and each Restricted Parent of any Subsidiary, or on the date of creation or acquisition by any Subsidiary and all Equity Interests owned by Borrower and each Restricted of Parent of any Indirect Subsidiary. (d) Notwithstanding any provision in any , Parent or such Subsidiary of the Loan Papers to the contrary, in no event is any Building Parent (as defined in the applicable Flood Insurance Regulationsapplicable) shall execute and deliver to Administrative Agent a Parent Pledge Agreement or Manufactured (Mobile) Home Subsidiary Pledge Agreement (as defined in the applicable Flood Insurance Regulationsapplicable) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the applicable Credit Party’s interests in all lands issued and Hydrocarbons situated under outstanding Equity of any such Building or Manufactured (Mobile) Home Subsidiary of every class which shall be included duly endorsed or accompanied by stock powers executed in the Mortgaged Property and shall be encumbered by the Security Instruments blank (as applicable), and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to such UCC-1 financing statements as Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit Liens required by Section 6.1(a)(ii) in the issued and outstanding Equity of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over each such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderSubsidiary.

Security. The Borrower agrees that at all times before the termination of this Agreement, payment in full of the Obligations (a) On other than reimbursement and after the Effective Dateindemnity obligations which survive but are not due and payable), the Obligations shall be secured by first termination and prior Liens covering return of all Letters of Credit and encumbering (i) one hundred percent (100%) termination in full of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each BankCommitments, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate have an Acceptable Security Interest in the Collateral to grant, evidence secure the performance and perfect first and prior Liens in all Borrowing Base Properties and other interests payment of Borrower and the other Credit Parties as required by this Section 5.1(a)Obligations. Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, The Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant to the Administrative Agent a Lien in any Property of the Borrower or any Subsidiary now owned or hereafter acquired promptly and to take such actions as may be required under the Security Documents to ensure that the Administrative Agent has an Acceptable Security Interest in such Property. Notwithstanding the generality of the foregoing, from and after the Closing Date, if (a) the Borrower or any Guarantor acquires any fee interest in real property having a book value in excess of $100,000 or (b) at the time any Person becomes a Guarantor, such Person owns or holds any such fee interest in real property of such value, such Credit Party shall deliver to the Administrative Agent, for at its request after such acquisition of such property or such Person becomes a Guarantor, as the ratable benefit case may be, the following: (i) A fully executed and notarized Mortgage duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of each Banksuch Credit Party in such property; and (ii) If requested by the Administrative Agent, Mortgages a title report issued by a title company acceptable to the Administrative Agent with respect thereto, dated not more than 30 days prior to the date such Mortgage is to be recorded and satisfactory in form and substance acceptable to the Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) Agent, together with copies of any documents listed as exceptions to such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized title and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to Borrower or any Subsidiary obtains an owner’s title policy on said property, a mortgagee’s policy in an equal amount insuring the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that subsection (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrancesabove. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On Each Obligor must, and after shall procure that each member of the Effective DateRestricted Group, on acquiring any asset (including the Obligations shall be secured by first and prior Liens covering and encumbering establishment of any bank account) which: (i) one hundred percent would not be immediately and effectively charged by the then existing Security Documents; and (100%A) is of a type which is charged by the then existing Security Documents; or (B) is otherwise material to the business of that member of the issued Restricted Group, executes and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject delivers to certain exceptions as set forth in the Security Instruments), except that, Agent such further or additional Security Documents in each case, Permitted Encumbrances relation to such assets as the Majority Lenders may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement reasonably require and Mortgages in form and substance acceptable satisfactory to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papersthem. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shallEach Obligor must, and shall cause its procure that each member of the Restricted Subsidiaries toGroup, promptly on establishing any bank accounts that relates to the Resort and not charged by the then existing Security Documents, notify the Security Agent of the details of such bank accounts and execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages Security Agent such further or additional Security Documents in relation to such accounts in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject satisfactory to the Security Agreement) Agent provided that such Security Documents shall permit that Obligor to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise retain operational control over such collateral or any other collateral covered by any of the Security Instruments, so long as no accounts until an Event of Default has occurred and is continuing outstanding. (c) Each Obligor must, and shall procure that each relevant person who is the Credit Parties holder of shares of an entity that becomes a member of the Restricted Group, execute and deliver to the Security Agent such further or additional Security Documents in such form as the Facility Agent shall require creating an effective first ranking fixed Security Interest over the shares in any entity which becomes a member of the Restricted Group. (d) The Obligors need only perform their obligations under paragraphs (a) and (b) above if it is not unlawful for the relevant person to execute and deliver such Security Documents and that person executing and delivering such Security Documents would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount secured. The Facility Agent may continue (but shall not be obliged to) agree to receive such a limit if, in its opinion, to do so might avoid the relevant unlawfulness or personal liability. (e) Each Obligor shall, and collect shall procure that each other relevant member of the Group which is its Subsidiary shall, at its own expense, execute and do all such proceeds assurances, acts and Administrative things as the Security Agent will not exercise its rights may reasonably require: (i) for registering any Security Documents in any required register and remedies under for perfecting or protecting the control agreementssecurity intended to be afforded by the Security Documents; and (ii) if the Security Documents have become enforceable, powers for facilitating the realisation of attorney and other rights and remedies to collect all or control any part of the collateral assets which are subject to the Security InstrumentsDocuments and the exercise of all powers, provided that such forbearance by Administrative authorities and discretions vested in the Security Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiverreceiver of all or any part of those assets, remission or release and in particular shall execute all transfers, conveyances, assignments and releases of any of its rights or remedies under that property whether to the Security Instruments Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient. (f) On each date that a release Security Document is entered into after Closing, each Obligor shall procure that the documents listed in Part 3 of Schedule 2 (Conditions precedent documents) in respect of the Obligor entering into such Security Document are delivered to the Facility Agent. (g) Nothwithstanding the foregoing, any Lien member of the Restricted Group is permitted to establish and/or maintain bank accounts in any jurisdiction for the purpose of depositing funds from gaming or resort patrons as security for such patrons’ obligations to that member of the Restricted Group or otherwise in connection with such patrons’ patronage of the Resort (including the casino at the Resort), over which the Majority Lenders will not require that Security Interests be granted thereunderin favour of the Secured Parties.

Security. (a) On and after the Effective DateSubject to paragraph (b) below, the Obligations Company shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) ensure that executed copies of the issued Additional Security Documents are delivered to the Agent and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignmentscorporate authorities, conveyances, amendments, agreements legal opinions and other writings, including UCC-1 financing statements documents and evidence that the Agent or the Security Agent may request (each duly authorized andacting reasonably), as applicable, executed) soon as Administrative Agent shall deem necessary or appropriate reasonably practicable following receipt by the Company of the consents to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and be obtained from the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant Senior Note Holders to the Loan Papersgranting of the Additional Security Documents and in any event, within 10 Business Days of the receipt by the Agent of copies of the required consents (which copies the Company shall provide to the Agent promptly upon receipt by the Company). (b) On or before each Determination Date after If, prior to the Effective Datefulfilment of the requirements as to the Additional Security Documents referred to in paragraph (a) above, and at such other times as Administrative Agent or Required Banks the Majority Lenders agree, following a request from the Company, that Alternative Security should be provided, then, the Company shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver ensure that executed copies of Security Documents conferring the Alternative Security are delivered to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries the Security Agent (as applicablethe Alternative Security Documents) together with such other assignmentscorporate authorities, conveyances, amendments, agreements legal opinions and other writingsdocuments that the Agent or the Security Agent may request (acting reasonably), including UCC-1 financing statements (each duly authorized as soon as reasonably practicable following receipt by the Company of the notification by the Agent of the consent by the Majority Lenders referred to above and, as applicablein any event, executed) as Administrative within 10 Business Days of receipt by the Company of notification in respect of that consent by the Agent and, to the extent agreed by the Majority Lenders at the relevant time, the Company shall reasonably deem necessary or appropriate no longer be required to grant, evidence and perfect the Liens required by Section 5.1(acomply with paragraph (a) above with in respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not of the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral InterestsAdditional Security Documents. (c) Borrower will The Company may, at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to any time, request that the Security Agreementcreated under the Campofrio Security Document and the Campofrio Borrowing Base Security Document be released, provided that: (i) to be subject to contemporaneously with the Lien release of the Security Agreement including all Hedge Agreements created under the Campofrio Security Document and Hedge Transactions entered into by Borrower the Campofrio Borrowing Base Security Document, the Company ensures that other documents creating Security over assets of members of the Group to an extent, and each Restricted Subsidiary in a manner, acceptable to the Majority Lenders, are executed and all Equity Interests owned by Borrower are delivered to the Agent and each Restricted Subsidiarythe Security Agent (the Campofrio Replacement Security Documents) (together with such corporate authorities, legal opinions and other documents and evidence that the Agent or the Security Agent may request (acting reasonably)); or (ii) if such release is to permit a disposal of the Campofrio Assets and the Additional Campofrio Assets, the net proceeds of that disposal are applied in accordance with Clause 10.2 (Mandatory prepayment and partial cancellation – disposal of Campofrio Assets). (d) Notwithstanding The Borrower shall ensure that, prior to or at the same time as the incurrence of any provision in any Indebtedness by it as permitted under Clause 24.6(b)(ii) (Indebtedness), it delivers to the Agent and the Security Agent executed copies of the Loan Papers to Intercompany Loans Security Documents, together with such corporate authorities, legal opinions and other documents and evidence that the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) Agent or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and Agent may request (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrancesacting reasonably). (e) Notwithstanding that, by the terms of the various Security InstrumentsSubject to paragraph (f) below, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties Company may request that all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies created under the Security Instruments or a release Documents and the Borrowing Base Security Documents be released provided that: (i) the Agent is satisfied that all Security granted to secure Indebtedness of any Lien granted thereundermember of the Group arising under the US Facility has been released and no member of the Group is under any obligation (actual or contingent) to grant any Security to secure such Indebtedness; (ii) the Company has: (A) a ▇▇▇▇▇’▇ Rating of at least Baa3; or (B) an S&P Rating of at least BBB-, in each case with a “stable outlook” or better; (iii) such release will not or could not reasonably be expected to result in a Default; and (iv) on the Security Release Date, the Company certifies that the condition in Clause 23.5(b) (Asset coverage covenant) is satisfied. (f) No request may be made by the Company under paragraph (e) above if the Company has a: (i) ▇▇▇▇▇’▇ Rating lower than Ba1; or (ii) an S&P Rating lower than BB+.

Security. The Borrower shall execute and deliver (a) On or, with respect to Security Documents executed and after delivered prior to or at the Effective time of the Restatement Date, shall have executed and delivered) to the Obligations shall be secured by first Administrative Agent or as otherwise specified in this Section 7.1, for and prior Liens covering and encumbering (i) one hundred percent (100%) on behalf of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliverSecured Parties, or cause to be delivered, to as otherwise directed by the Administrative Agent, as continuing collateral security for the ratable benefit payment and performance by the Borrower of each Bankits indebtedness, liabilities and obligations hereunder or under any of the Financing Documents to which it is a party and for any of its indebtedness, liabilities and obligations to the Secured Parties or any of them under the Hedge Agreements to which they are a party, the Security Agreement and Mortgages following security, all in form and substance acceptable satisfactory to the Administrative Agent, providing the Administrative Agent (or the Trustee for and duly executed by such Credit Partyon behalf of the Administrative Agent) for and on behalf of the Secured Parties with a first priority Lien, together with such other assignmentssubject only to Permitted Liens, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized andin the Collateral charged thereunder, as applicable: (a) a security agreement dated as of November 13, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens 2001 granted by the Borrower in all Borrowing Base Properties and other interests favour of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.; (b) On or before each Determination Date after an assignment of the Effective Date“Indemnity regarding Encumbrances on El Coco Property” dated June 21, 1999 by ▇▇▇▇▇▇▇ Gold Corporation and at such other times as Administrative Agent or Required Banks shall reasonably requestLac Exploration Inc., dated November 16, 2001 granted by the Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to the Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.; (c) Borrower will at all times cause a letter dated November 13, 2001 by the other material tangible and intangible personal property Administrative Agent appointing Computershare Trust Company of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary.Canada as Trustee; (d) Notwithstanding any provision in any of a delivery order dated November 22, 2001 by the Loan Papers Borrower to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.Trustee; (e) Notwithstanding thata collateral mortgage demand bond dated November 21, 2001 granted by the terms Borrower to the Administrative Agent and certified by the Trustee (the “Bond”); (f) a deed of hypothec dated November 13, 2001 between the Borrower and the Trustee; (g) a deed of movable hypothec on a specific claim dated November 22, 2001 between the Borrower and the Administrative Agent; (h) a deed of movable hypothec on a specific claim to be dated December 23, 2004 between the Borrower and the Administrative Agent; (i) such consents, assignments and assurances as the Administrative Agent may require from the Borrower, any applicable Governmental Authority or other third party in order to obtain or evidence a valid first mortgage, charge, hypothec and/or security interest in and to the Included Property and Restricted Parties, subject to Permitted Liens, and to be able to practically realize on all such assets after the occurrence of any Event of Default; (j) an assignment of insurance dated November 13, 2001 granted by the Borrower in favour of the various Security InstrumentsAdministrative Agent; (k) an assignment of accounts agreement dated as of March 20, 2003 granted by the Credit Parties are Borrower in favour of the Administrative Agent; (l) an assignment of metal hedge agreements entered into by the Borrower with each Unsecured Hedge Counterparty executed and will be assigning to delivered by the Borrower in favour of the Administrative Agent for substantially in the benefit form of Exhibit C (the “Assignment of Metal Hedge Agreements”) whereby the Borrower charges a security interest in such Metal Hedge Agreements and proceeds thereof, consented to by each such Unsecured Hedge Counterparty; and (m) such other security documents granting Liens on the property of the Restricted Parties as the Administrative Agent may reasonably request, together with all such other agreements, documents and instruments required by the Administrative Agent to provide the Secured Parties with continuing collateral security for the performance by the Borrower of all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral obligations hereunder or any other collateral covered by under any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderFinancing Documents.

Security. (a) On As security for the due and after punctual payment and performance of all of its obligations to the Effective DateTrustee and the Bondholders under and in respect of this Indenture and the Bonds, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower Corporation and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized andSubsidiaries, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence execute and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant deliver to the Loan Papers. (b) On or before Trustee in each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent case for the benefit of the Secured Parties Trustee and the Bondholders and in form and substance satisfactory to the Trustee, valid and enforceable Liens against all present and after acquired property, assets and undertaking of the Corporation and the Restricted Subsidiary, except the Excluded Assets, all In Agreed Form, including without limitation, the following: (i) a secured debenture by the Corporation creating a fixed and floating Lien on all of the Hydrocarbon productionCorporation's present and after acquired property, products assets and proceeds accruing undertaking including, without limitation, fixed and specific Liens on all property, assets and undertaking comprising the Kemess Mine, and assignments of the Corporation's interests in all material mining claims, concessions and leases in any way relating to the Kemess Mine; (ii) a general security agreement by the Corporation creating a Lien on all of the Corporation's present and after acquired property, assets and undertaking; (iii) a limited guarantee by APM of the obligations of the Corporation hereunder to the Bondholders; (iv) a general security agreement by APM creating a Lien on all of APM's present and after acquired property, assets and undertaking; (v) an assignment by the Corporation of its rights and interests in its right to receive distributions from the Kemess South Resources Limited Partnership; (vi) an assignment by the Corporation of its rights and interests in the Hydro contracts relative to the Kemess Mine; (vii) a pledge of all the shares in the capital of APM held by the Corporation; (viii) a moveable hypothec in form suitable for registration in Quebec; and (ix) such other agreements and documents as may be necessary or desirable to grant to the Trustee or the Collateral Agent valid and enforceable Liens on all of the property, assets and undertaking of the Corporation other than the Excluded Assets. Notwithstanding anything to the contrary contained in the foregoing, the Corporation shall not be obligated to register the Liens against any real property covered thereby or mineral claims consisting of: (a) the Pamour Mine, the Nighthawk Lake Mine and are the mines generally known as Giant, HopeBrook and will be providing Colomac; and (b) the Corporation's currently existing exploration properties not in any way related to Administrative Agent various control agreements, powers the Kemess Mine. The Corporation shall register Liens against the Pamour Mine and the Nighthawk Lake Mine in favour of attorney and other rights to exercise control over the Trustee In Agreed Form should the Corporation grant or register Liens against (either or both) such collateral or any other collateral covered by any mines in favour of the Senior Bondholders. The Corporation shall ensure that all of the Security Instruments, so long as no Event of Default has occurred Documents are executed and is continuing delivered in accordance with this Section 4.1 such that the Credit Parties may continue Liens created thereby are perfected in all jurisdictions and at all times required to receive and collect all maintain such proceeds and Administrative Agent will not exercise its rights and remedies under perfection by the control agreements, powers of attorney and other rights and remedies to collect or control any Trustee for the benefit of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderBondholders.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) the Mineral Interests owned by Borrower specified by Administrative Agent or Required Banks which shall in all events include not less than the Required Reserve Value of all Proven Reserves owned by Borrower on and after the Closing Date, and (ii) one hundred percent (100%) of the issued and outstanding Equity Interests membership interests of each existing and future Domestic Subsidiary of Borrower that are Spanish Peaks owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existBorrower. On or before the Effective Closing Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, for the ratable benefit of each Bank, Bank (A) the Security Agreement Assignments and Amendments to Mortgages in form and substance acceptable to Administrative Agent and duly executed and delivered by such Credit PartyBorrower and Existing Bank, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-3 amendments and assignments (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to assign and convey the Existing Mortgages to Administrative Agent for the ratable benefit of each Bank, and to confirm, evidence and perfect the Liens created by the Existing Mortgages in favor of Administrative Agent for the ratable benefit of each Bank, (B) Mortgages in form and substance acceptable to Administrative Agent and duly executed and delivered by Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior the Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes 6.1(a) on Mineral Interests which are not subject to the Existing Mortgages, (C) the Amended and Restated Pledge Agreement duly executed and delivered by Borrower, (D) such UCC-1 financing statements and UCC-3 amendments and assignments as Administrative Agent shall require to fully evidence and perfect the Liens created by the Amended and Restated Pledge Agreement, and (E) certificates of interests evidencing all of the outstanding membership interests of Spanish Peaks owned by Borrower, duly endorsed for transfer to Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On the Closing Date and on or before each Determination Redetermination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a6.1(a) above preceding with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests6.1(a) preceding. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On Each Obligor must, and after the Effective Datemust procure that each Material Subsidiary, the Obligations shall be secured by first and prior Liens covering and encumbering on acquiring any asset which: (i) one hundred percent (100%) of would not be immediately and effectively charged by the issued and outstanding Equity Interests of each then existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, Security Documents: and (ii) Proved Mineral Interests owned is of a type which is charged by Borrower the then existing Security Documents, executes and its Restricted Subsidiaries that constitute not less than delivers to the Required Reserve Value of all Proved Mineral Interests owned by Borrower Facility Agent such further or additional Security Documents in relation to such assets as the Majority Lenders may reasonably require and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable satisfactory to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papersthem. (b) On or before each Determination Date after the Effective Date, Each Obligor shall execute and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages Facility Agent such further or additional Security Documents in such form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent the Majority Lenders shall reasonably deem necessary or appropriate to grant, evidence and perfect require pledging the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) shares in any entity which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a)becomes a Material Subsidiary after Closing. Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests.-------------------------------------------------------------------------------- (c) Borrower will at all times cause Upon the other material tangible and intangible personal property occurrence of Borrower a Default which is continuing any and each Restricted Subsidiary (Obligor, if so required by the Majority Lenders, shall execute and deliver to the extent purported Facility Agent such further or additional Security Documents in such form and in relation to be such assets as the Majority Lenders may require, subject in each case to the any provisions of law prohibiting such person from entering into such Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryDocuments. (di) Notwithstanding The Obligors need only perform their obligations under paragraphs (a), (b) and (c) above if it is not unlawful for the relevant person to execute such Security Documents or it would not result in personal liability for that person's directors or other management. (ii) Each Obligor must use reasonable endeavours lawfully to avoid any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined unlawfulness or personal liability in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined circumstances mentioned in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that sub-paragraph (i) above. This includes agreeing to a limit on the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building amount secured or Manufactured guaranteed. The Facility Agent may (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and but shall not permit any of be obliged to) agree to such a limit if, in its Restricted Subsidiaries toopinion, permit to exist any Lien on any Building do so might avoid the relevant unlawfulness or Manufactured (Mobile) Home owned by them except Permitted Encumbrancespersonal liability. (e) Notwithstanding thatEach Obligor shall, and shall procure that each other relevant member of the Group which is its Subsidiary shall, at its own expense execute and do all such assurances, acts and things as the Facility Agent may reasonably require for: (i) perfecting or protecting the security intended to be afforded by the terms Security Documents; (ii) if the Security Documents have become enforceable for facilitating the realisation of all or any part of the various Security Instruments, the Credit Parties assets which are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security InstrumentsDocuments and the exercise of all powers, provided that such forbearance by Administrative authorities and discretions vested in the Facility Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way receiver of all or any part of those assets, and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Facility Agent or to its nominees and give all notices, orders and discretions which the Facility Agent may reasonably think expedient. (f) On each date that a waiverSecurity Document is entered into after Closing, remission or release each Obligor shall procure that the documents listed in Part II of any Schedule 2 (Conditions precedent documents) in respect of its rights or remedies under the Obligor entering into such Security Instruments or a release of any Lien granted thereunderDocument are delivered to the Facility Agent.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred Proved Mineral Interests with a Recognized Value not less than eighty percent (10080%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Recognized Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existBorrower. On or before the Effective Closing Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable deliver to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect first and prior Liens in Proved Mineral Interests with a Recognized Value not less than eighty percent (80%) of the Recognized Value of all Proved Mineral Interests held by Borrower. (b) On or before each Redetermination Date and at such other times as Administrative Agent or Required Banks shall request, Borrower shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages granting, evidencing and perfecting the Liens required by Section 5.1(a7.1(a) above preceding with respect to all Proved Mineral Interests then held acquired by Borrower subsequent to the last date on which Borrower was required to execute and such Restricted Subsidiaries (as applicable) which deliver Mortgages pursuant to this Section 7.1(b), or which, for any other reason are not the subject of existing first and priorvalid, enforceable, perfected first priority Liens securing (subject only to Permitted Encumbrances) in favor of Administrative Agent for the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestsratable benefit of Banks. (c) At any time Borrower will at all times cause the is required to execute and deliver Mortgages to Administrative Agent pursuant to this Section 7.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (addressed to Administrative Agent) and other material tangible and intangible personal property evidence of Borrower and each Restricted Subsidiary (title as Administrative Agent shall deem necessary or appropriate to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that verify (i) Borrower's title to the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any Proved Mineral Interests which are subject to such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments Mortgages, and (ii) Borrower shall notthe validity, perfection and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms priority of the various Security Instruments, the Credit Parties are Liens created by such Mortgages and will be assigning to such other matters regarding such Mortgages as Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderreasonably request.

Security. (a1) On and after or prior to the Effective Dateinitial Accommodation under the Credit Facilities, the Obligations Company shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, provide or cause to be deliveredprovided, as the case may be, to the Administrative Agent, for and on behalf of the ratable benefit Lenders, as continuing collateral security for the present and future indebtedness and liability of each Bankthe Company and its Subsidiaries to the Administrative Agent and the Lenders hereunder and under the other Loan Documents, the Security Agreement and Mortgages following security (the “Security”), in form and substance acceptable satisfactory to the Administrative Agent, together with any relevant power of attorney, registrations, filings and other supporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (i) A guarantee substantially in the form of Schedule 9 executed by each of the Company’s Subsidiaries as necessary to comply with Section 7.01(m) of this Agreement (each, together with the guarantees referenced in Section 4.01(2)(i) below, being a “Guarantee”); (ii) a general security agreement dated as of the date hereof constituting a first-ranking and exclusive charge on all personal property and assets of each Loan Party, subject, if and to the extent applicable, to any Permitted Lien (each being a “Security Agreement”); (iii) a first priority securities pledge agreement governed by Ontario law and, where appropriate, an additional pledge agreement governed by German Law, in respect of all Shares acquired by, or to be acquired by, the Borrower and all shares of the Borrower and each Guarantor or other securities held by each Loan Party (together with all certificates evidencing such share or securities ownership) (each being a “Pledge Agreement”); (iv) a specific assignment of intellectual property in respect of each Loan Party that holds any Intellectual Property; and (v) the Account Control Agreement. (2) If and when to the extent permitted by applicable law, the Company shall cause to be provided to the Administrative Agent, for and on behalf of the Lenders, as continuing collateral security for the present and future indebtedness and liability of the Company and its Subsidiaries to the Administrative Agent and duly executed by such Credit Partythe Lenders hereunder and under the other Loan Documents, the following additional security (the “Additional Security”), in form and substance satisfactory to the Administrative Agent, together with any relevant power of attorney, registrations, filings and other supporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (i) A guarantee substantially in the form of Schedule 9 executed by each of Target and its Subsidiaries as necessary to comply with Section 7.01(m) of this Agreement; (ii) a general security agreement constituting a first-ranking and exclusive charge on all personal property and assets of Target and each of its Subsidiaries, subject, if and to the extent applicable, to any Permitted Lien as necessary to comply with Section 7.01(m) of this Agreement; (iii) a first priority securities pledge agreement in respect of all shares of Target and each Guarantor which is a Subsidiary of Target (together with all certificates evidencing such share or securities ownership) as necessary to comply with Section 7.01(m) of this Agreement; (iv) a specific assignment of intellectual property in respect of Target and each of its Subsidiaries that holds any Intellectual Property; (v) a security assignment (Sicherungsabtretung) under German law of all receivables held by any of the Loan Parties residing in, or acting through an office situated in Germany; (vi) a security transfer of ownership (Sicherungsübereignung) under German law of all chattels (bewegliche Sachen) situated in Germany held by any of the Loan Parties; and (vii) such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements security in respect of Target or its Subsidiaries (each duly authorized and, as applicable, executedwhich are Guarantors) as the Administrative Agent shall deem necessary or appropriate may reasonably request from time to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary time. (3) The Company will from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant at its expense duly authorize, execute and deliver to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or Required Banks shall reasonably request, Borrower shall, preserving the full benefits granted or intended to be granted to the Administrative Agent by the Loan Documents and shall cause its Restricted Subsidiaries to, deliver of the rights and remedies therein granted to the Administrative Agent, for including the ratable benefit filing of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized andor other documents under any applicable Law with respect to the Liens created thereby. The Company acknowledges that the Loan Documents have been prepared on the basis of applicable Law in effect on the date hereof, as applicableand that changes to applicable Law may require the execution and delivery of different forms of documentation, executed) as and accordingly the Administrative Agent shall have the right (acting reasonably) to require that the Loan Documents be amended, supplemented or replaced (and the Company shall duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or replacement reasonably deem necessary or appropriate to grant, evidence and perfect requested by the Liens required by Section 5.1(a) above Administrative Agent with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance RegulationsDocuments) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that within 30 days of request therefor (i) the to reflect any change in applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building Law, whether arising as a result of statutory amendments, court decisions or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and otherwise; (ii) Borrower shall not, to facilitate the creation and shall not permit any registration of its Restricted Subsidiaries to, permit appropriate forms of security in applicable jurisdictions; or (iii) to exist any Lien on any Building confer upon the Administrative Agent Liens similar to the Liens created or Manufactured (Mobile) Home owned intended to be created by them except Permitted Encumbrancesthe Loan Documents. (e4) Notwithstanding thatThe Security shall provide in accordance with its terms that it is also securing, by on a pro rata basis, the terms indebtedness and liability of the various Security Instruments, the Credit Parties are Company and will be assigning its Subsidiaries to Administrative Agent for the benefit Royal Bank of Canada in respect of the Secured Parties all Cdn.$10,000,000 operating facility provided to the Company by Royal Bank of Canada and the indebtedness and liability of the Hydrocarbon production, products Company and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies Subsidiaries under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderPermitted Hedging Obligations.

Security. (a) On As security for the full and after the Effective Datetimely payment and performance of all Obligations, and any other obligation or liability arising under any Loan Document or any Related Credit Arrangement, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries all other Loan Parties to, deliver on or before the Closing Date, do or cause to Administrative Agent, for be done all things reasonably necessary in the ratable benefit opinion of each Bank, Mortgages in form and substance acceptable to the Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required counsel to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer except as expressly permitted hereunder. Without limiting the foregoing, on the Closing Date the Borrower shall deliver, and shall cause each Guarantor to deliver, to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a) (i) the Pledge Agreement which shall pledge to the Administrative Agent for the benefit of the Hydrocarbon productionSecured Parties the Pledged Interests of each Domestic Subsidiary and Direct Foreign Subsidiary, products (ii) if such Pledged Interests are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (b) the Security Agreement and proceeds accruing to the property covered thereby IP Security Agreement, (c) Uniform Commercial Code financing statements in form, substance and are number as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties on the Pledged Interests and will be providing to all other Collateral, (d) documents in form, substance and number as requested by the Administrative Agent various control agreementsfor filing with the Federal Patent and Trademark Office, powers the Federal Copyright Office, or such other places as requested by the Administrative Agent, reflecting the Lien in favor of attorney the Secured Parties in the Intellectual Property, (e) Qualifying Control Agreements (as defined in the Security Agreement) as provided in the Security Agreement, and other rights (f) an Assignment of Lease with respect to exercise control over each parcel of real property leased by the Borrower or a Guarantor. In addition, and without limiting the foregoing, the Borrower shall take and cause the Guarantors to take such collateral further action, and deliver or any other collateral covered cause to be delivered such further documents, as required by any the Security Instruments or otherwise as the Administrative Agent may reasonably request to effect the transactions contemplated by this Article IIA and each of the Security Instruments. The Borrower shall also, so long as no Event of Default has occurred and is continuing shall cause each Subsidiary to also, pledge to the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under for the control agreements, powers of attorney and other rights and remedies to collect or control any benefit of the collateral subject Secured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests of any Domestic Subsidiary or Direct Foreign Subsidiary acquired or created on or after the Closing Date, or otherwise acquired by any Subsidiary and not theretofore pledged to the Administrative Agent for the benefit of the Secured Parties, and to deliver to the Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 6.12 and of the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. The Borrower agrees that at all times before the termination of this Agreement, payment in full of the Obligations (a) On other than reimbursement and indemnity obligations which survive but are not due and payable), the termination and return of all Letters of Credit and termination in full of the Commitments, the Administrative Agent shall have an Acceptable Security Interest in the Collateral to secure the performance and payment of the Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, grant to the Administrative Agent a Lien in any Property of the Borrower or any Subsidiary now owned or hereafter acquired promptly and to take such actions as may be required under the Security Documents to ensure that the Administrative Agent has an Acceptable Security Interest in such Property. Notwithstanding the generality of the foregoing, from and after the Effective Date, if (a) the Obligations Borrower or any Guarantor acquires any fee interest in real property having a book value in excess of $100,000 or (b) at the time any Person becomes a Guarantor, such Person owns or holds any such fee interest in real property of such value, such Credit Party shall be secured by first and prior Liens covering and encumbering deliver to the Administrative Agent, at its request after such acquisition of such property or such Person becomes a Guarantor, as the case may be, the following: (i) one hundred percent (100%) A fully executed and notarized Mortgage duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a such Credit Party, Party in such property; and (ii) Proved Mineral Interests owned If requested by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for a title report issued by a title company acceptable to the ratable benefit of each BankAdministrative Agent with respect thereto, dated not more than 30 days prior to the Security Agreement date such Mortgage is to be recorded and Mortgages satisfactory in form and substance acceptable to the Administrative Agent and duly executed by such Credit PartyAgent, together with copies of any documents listed as exceptions to such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized title and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to Borrower or any Subsidiary obtains an owner’s title policy on said property, a mortgagee’s policy in an equal amount insuring the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that subsection (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrancesabove. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. Subject in each case to the Agreed Security Principles: (a) On the Company must ensure that the persons identified in Schedule 5 (Security Documents) will execute and after deliver to the Effective DateSecurity Agent the intended Security Documents identified against their name in that Schedule at or before the time provided for in that Schedule; (b) each Obligor must, the Obligations and shall be secured by first and prior Liens covering and encumbering procure that each Material Subsidiary, on acquiring any asset which: (i) one hundred percent (100%) of would not be immediately and effectively charged by the issued and outstanding Equity Interests of each then existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, Security Documents; and (ii) Proved Mineral Interests owned is of a type which is charged by Borrower the then existing Security Documents or is otherwise material to the business of that Obligor or Material Subsidiary, executes and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject delivers to certain exceptions as set forth in the Security Instruments), except that, Agent such further or additional Security Documents in each case, Permitted Encumbrances relation to such assets as the Majority Lenders may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement reasonably require and Mortgages in form and substance acceptable satisfactory to Administrative them; (c) each Obligor shall: (i) execute and deliver, or procure the execution and delivery, to the Security Agent such further or additional Security Documents in such form as the Majority Lenders shall require creating an effective first ranking fixed Security Interest over the shares in any entity which becomes a Material Subsidiary or a PRC Subsidiary after the Closing Date; and (ii) procure that any entity which becomes a Material Subsidiary after the Closing Date executes and duly executed by delivers additional Security Documents in such Credit Partyform as the Majority Lenders shall require creating a first ranking Security Interest over all of the assets and undertakings of that entity; (d) each member of the Group (or, together in the case of Curative Equity lent as a Subordinated Loan, any person) which becomes or proposes to become a Junior Creditor after the Closing Date shall promptly become a party to a Subordination Agreement on or before that member of the Group (or, in the case of Curative Equity, other person) enters into that Subordinated Loan with a view to subordinating such loan or advance to the Facilities; (e) the Obligors need only perform their obligations under paragraphs (a) to (d) (inclusive) above if it is not unlawful for the relevant person to execute and deliver such Security Documents and that person executing and delivering such Security Documents would not result in personal liability for that person's directors or other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a)management. Borrower hereby authorizes Administrative AgentEach Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount secured. The Facility Agent may (but shall not be obliged to) agree to such a limit if, in its agents, successors and assignsopinion, to file any and all necessary financing statements under do so might avoid the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (relevant unlawfulness or continue perfection of) the Liens granted pursuant to the Loan Papers.personal liability; (bf) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower Obligor shall, and shall cause procure that each other relevant member of the Group which is its Restricted Subsidiaries toSubsidiary shall, deliver at its own expense, execute and do all such assurances, acts and things as the Security Agent may reasonably require: (i) for registering any Security Documents in any required register and for perfecting or protecting the security intended to Administrative Agentbe afforded by the Security Documents; and (ii) if the Security Documents have become enforceable, for facilitating the ratable benefit realisation of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary all or appropriate to grant, evidence and perfect any part of the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) assets which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to Documents and the Lien exercise of all powers, authorities and discretions vested in the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision Agent or in any receiver of the Loan Papers to the contrary, in no event is all or any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall notpart of those assets, and in particular shall not permit any execute all transfers, conveyances, assignments and releases of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the that property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject whether to the Security InstrumentsAgent or to its nominees and give all notices, provided that such forbearance by Administrative Agent in not exercising its rights orders and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under directions which the Security Instruments or Agent may reasonably think expedient; and (g) on each date that a release Security Document is entered into after the Closing Date, each Obligor shall procure that the documents listed in Part 3 of any Lien granted thereunderSchedule 2 (Conditions Precedent Documents) in respect of the Obligor and (if applicable) Junior Creditor entering into such Security Document are delivered to the Facility Agent.

Security. (a) On and after Each Credit Party agrees that at all times before the Effective Datetermination of this Agreement, payment in full of the Obligations, the Obligations shall be secured by first termination and prior Liens covering return of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made) and encumbering (i) one hundred percent (100%) termination in full of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each BankCommitments, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary have an Acceptable Security Interest in the Collateral to secure the performance and payment of the Secured Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, promptly grant to the Administrative Agent a Lien in any Property of such Credit Party or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and such Subsidiary now owned or hereafter acquired (other interests of Borrower and than leased real property unless otherwise requested by the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, ) and its agents, successors and assigns, to file any and all necessary financing statements take such actions as may be required under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time Security Documents to time (ensure that the Administrative Agent has an Acceptable Security Interest in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Paperssuch Collateral. (b) On or before each Determination Date Notwithstanding the generality of the foregoing Section 5.9(a), (i) the Credit Parties shall deliver to the Administrative Agent within 14 days after the Amendment No. 7 Effective DateDate fully executed control agreement(s) covering each of the deposit accounts of the Credit Parties held with ▇▇▇▇▇ Fargo Bank, and at such other times National Association as required under Section 6.20 of the Credit Agreement, (ii) the Credit Parties shall deliver to the Administrative Agent within 30 days after the Amendment No. 7 Effective Date (or Required Banks such later date as may be agreed by the Administrative Agent in its sole discretion) stock certificates representing sixty-five percent (65%) of the outstanding Voting Securities issued by such Credit Parties’ Foreign Subsidiaries, together with duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably acceptable to the Administrative Agent and (iii) with respect to each real property set forth on Schedule 5.9(b), the Credit Parties shall reasonably requestprovide the following to the Administrative Agent within 120 days after the Amendment No. 7 Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion): (i) fully executed Mortgages covering such real property; (ii) if applicable, Borrower shallflood determination certificates and, and shall cause its Restricted Subsidiaries toif applicable, deliver to Administrative Agentflood insurance as required under Section 5.3(c) above; (iii) satisfactory Lien searches from the counties in which such real property is located and, if necessary, releases for Liens reflected thereon that are not Permitted Liens; (iv) a favorable opinion of counsel for the ratable benefit of each Bank, Mortgages Credit Parties in form and substance reasonably satisfactory to the Administrative Agent related to such Mortgage; and (v) with respect to each Mortgage, a mortgagee policy of title insurance or marked unconditional binder of title insurance, fully paid for by the Borrower, insuring such Mortgage as a valid first priority Lien on the Property described therein in favor of Administrative Agent, free of all Liens other than the Permitted Liens, and otherwise reasonably acceptable to the Administrative Agent, which policy of title insurance shall be issued by any other nationally recognized title insurance company, reflecting a coverage amount agreed upon by the Administrative Agent and duly executed by Borrower such title company not to exceed the fair market value of such Property; it being understood that (A) such mortgagee policy title insurance shall have been issued at the Borrower’s expense and (B) shall contain such Restricted Subsidiaries (customary endorsements as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall may be reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral InterestsAdministrative Agent. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On As security for the full and after the Effective Datetimely payment and performance of all Obligations, any other obligation arising under any Loan Document and any obligation or liability arising under any Related Swap Contract, the Obligations Borrower shall, and shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of cause all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Loan Parties (subject to certain exceptions as set forth in including the Security Instruments)Bicycle Companies) to, except that, in each case, Permitted Encumbrances may exist. On on or before the Effective Date, Borrower shall deliver, do or cause to be delivered, to Administrative Agent, for done all things reasonably necessary in the ratable benefit opinion of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate its counsel to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant grant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer except for Permitted Liens that by operation of law are senior to any Liens granted to the Administrative Agent by the Loan Parties hereunder or as expressly permitted hereunder. Without limiting the foregoing, to the extent not previously delivered in connection with the Existing Agreement in the Administrative Agent's reasonable judgment, on the Effective Date the Borrower shall deliver, and shall cause each Guarantor (including the Bicycle Companies on and after the date of the Hydrocarbon productionconsummation of the Bicycle Acquisition) to deliver, products and proceeds accruing to the property covered thereby Administrative Agent, in form and are and will be providing substance reasonably acceptable to the Administrative Agent, (a) in the event such Guarantor has rights in any Subsidiary Securities of a Domestic Subsidiary or Direct Foreign Subsidiary, (i) the Pledge Agreement (or Pledge Joinder Agreement) which shall pledge to the Administrative Agent various control agreementsfor the benefit of the Secured Parties the Pledged Interests of each Domestic Subsidiary and Direct Foreign Subsidiary, (ii) if such Pledged Interests are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (b) the Security Agreement (or Security Joinder Agreement) and the IP Security Agreement (or IP Security Joinder Agreement), (c) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien in favor of attorney the Secured Parties on the Pledged Interests and all other rights Collateral, (d) documents in form, substance and number as requested by the Administrative Agent for filing with the Federal Patent and Trademark Office, the Federal Copyright Office, or such other places as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties in the Intellectual Property, and (e) Qualifying Control Agreements (as defined in the Security Agreement) as provided in the Security Agreement. In addition, and without limiting the foregoing, the Borrower shall take and cause the Guarantors to exercise control over take such collateral further action, and deliver or any other collateral covered cause to be delivered such further documents, as required by any the Security Instruments or otherwise as the Administrative Agent may reasonably request to effect the transactions contemplated by this Article IIA and each of the Security Instruments. The Borrower shall also, so long as no Event of Default has occurred and is continuing shall cause each Subsidiary to also, pledge to the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under for the control agreements, powers of attorney and other rights and remedies to collect or control any benefit of the collateral subject Secured Parties (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests of any Domestic Subsidiary or Direct Foreign Subsidiary acquired or created on or after the Effective Date (including the Bicycle Companies), or otherwise acquired by any Subsidiary and not theretofore pledged to the Administrative Agent for the benefit of the Secured Parties, and to deliver to the Administrative Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 6.14 and of the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On In order to secure the Obligations of the Issuer under this Indenture and after the Effective DateNotes, the Issuer will execute and deliver to the Trustee on or prior to the Issue Date each Security Document to which it is or is to be a party that is intended to be effective upon the Issue Date and create the Liens intended to be created thereunder, with the priority set forth therein and in the Intercreditor Agreement, on the Collateral. In order to secure the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing Guarantor under its Note Guaranty, this Indenture and future Domestic Subsidiary of Borrower the Notes, each Guarantor will execute and deliver to the Trustee on or prior to the Issue Date each Security Document to which it is or is to be a party that are owned by a Credit Partyis intended to be effective upon the Issue Date and create the Liens intended to be created thereunder, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than with the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as priority set forth therein and in the Security Instruments)Intercreditor Agreement, except that, in each case, Permitted Encumbrances may exist. On or before on the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersCollateral. (b) On Within 30 days after (i) any Restricted Subsidiary becomes a Guarantor in accordance with Section 4.14 or before (ii) the Issuer or any Guarantor acquires any material property (other than Excluded Property) that is not automatically subject to a perfected security interest under the Security Documents, the Issuer or Guarantor shall notify the Collateral Agent thereof and, in each Determination Date after case at the Effective Datesole cost and expense of the Issuer or Guarantor, execute and deliver to the Collateral Agent such mortgages, security agreement supplements and other documentation (in form and scope, and at covering such Collateral (or, in the case of clause (i), all assets of such Guarantor other times as Administrative Agent or Required Banks shall reasonably requestthan Excluded Property) on such terms, Borrower shallin each case consistent with the mortgages, security agreements and other security documents in effect on the Issue Date), and take such additional actions (including any of the actions described in Section 4.19(b)), as the Collateral Agent may deem reasonably appropriate or advisable to create and fully perfect in favor of the secured parties under the Security Documents a valid and enforceable security interest in (and in the case of real property, mortgage lien on) such Collateral, which shall cause its Restricted Subsidiaries tobe free of any other Liens except for Permitted Liens (including, deliver in the case of the Secondary Collateral, the first-priority Lien of the holders of Bank Obligations). Any security interest provided pursuant to Administrative Agentthis Section 11.01(b) shall be accompanied with such Opinions of Counsel to the Issuer as customarily given by Issuer’s counsel in the relevant jurisdiction, for the ratable benefit of each Bank, Mortgages in form and substance acceptable customary for such jurisdiction. In addition, the Issuer shall deliver an Officer’s Certificate to Administrative the Collateral Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem certifying that the necessary or appropriate measures have been taken to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and security interest in such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interestsproperty. (c) Borrower will at The Issuer and the Guarantors shall comply with all times cause the other material tangible covenants and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to agreements contained in the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryDocuments. (d) Notwithstanding any provision in any Each Holder, by accepting a Note, agrees to all of the Loan Papers terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the contrary, in no event is any Building (as defined in provisions of the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property Indenture and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesDocuments. (e) As among the Holders, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of differences in time of issuance, sale or otherwise, as security for the Obligations under this Indenture and the Notes. (f) To the extent applicable, the Issuer will comply with Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the Notes. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Issuer except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding thatanything to the contrary herein, by the Issuer and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of outside counsel, that under the terms of that section and/or any interpretation or guidance as to the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit meaning thereof of the Secured Parties Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Hydrocarbon production, products and proceeds accruing Trust Indenture Act is inapplicable to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderreleased Collateral.

Security. (a) On and after the Effective Date, the The Secured Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances and Immaterial Title Deficiencies) covering and encumbering (i) one hundred percent Mineral Interests owned by the Credit Parties constituting not less than 80% of the Recognized Value of all Proved Mineral Interests then owned by the Credit Parties included in the then-current Borrowing Base, (100%ii) all of the issued and outstanding Equity Interests in the Borrower, (iii) all of the issued and outstanding Equity Interests directly owned by the Borrower in each existing and future (x) Domestic Restricted Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by the Borrower and its (y) to the extent no material adverse tax consequences would result, Foreign Restricted Subsidiaries that constitute not less than Subsidiary of the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries Borrower, and (iiiiv) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, issued and outstanding Equity Interests directly owned by each First Tier Restricted Subsidiary in each caseexisting and future (x) Domestic Restricted Subsidiary of such First Tier Restricted Subsidiary and (y) to the extent no material adverse tax consequences would result, Permitted Encumbrances may existForeign Restricted Subsidiary of such First Tier Restricted Subsidiary. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of The Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower Parent hereby authorizes consent and authorize Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial CodeCode (as in effect in the State of New York from time to time), assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersDocuments. (b) On the Closing Date and on or before each Determination Redetermination Date after the Effective Closing Date, and at such other times as the Administrative Agent or the Required Banks Lenders shall reasonably request, the Borrower and Parent shall, and shall cause its Restricted Subsidiaries each other Credit Party that owns Borrowing Base Properties to, deliver to the Administrative Agent, for the ratable benefit of each BankLender, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) Credit Party, together with such other assignments, conveyances, amendments, agreements and other writingswritings as may be reasonably requested by the Administrative Agent or the Required Leaders, including UCC-1 including, without limitation, UCC financing statements (each duly authorized and, and/or amendments to financing statements as applicable, executed) as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a6.14(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) Credit Party which are not the subject of existing first and prior, perfected Liens securing the Secured Obligations as required by Section 5.1(a6.14(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Promptly upon (i) the creation or acquisition by the Borrower will at all times cause of any Restricted Subsidiary, (ii) the other material tangible and intangible personal property of Borrower and each creation or acquisition by any First Tier Restricted Subsidiary of any Restricted Subsidiary, or (iii) any Unrestricted Subsidiary becoming a Restricted Subsidiary, the Borrower or such First Tier Restricted Subsidiary (as applicable) shall execute and deliver to the Administrative Agent an addendum to the Pledge Agreement pursuant to which the Equity Interests owned by the Borrower or such First Tier Restricted Subsidiary in such Restricted Subsidiary shall be pledged to the Administrative Agent (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contraryno material adverse tax consequences would result therefrom), in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that together with (i) to the applicable Credit Party’s interests in extent such Equity Interests are certificated, all lands and Hydrocarbons situated under any certificates (or other evidence acceptable to the Administrative Agent) evidencing such Building or Manufactured (Mobile) Home Equity Interests, which shall be included duly endorsed or accompanied by stock powers executed in the Mortgaged Property and shall be encumbered by the Security Instruments and blank (as applicable), and/or (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit such UCC financing statements and/or amendments to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by financing statements as the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over Liens required by Section 6.14(a) in such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderEquity Interests.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent the Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights and all products, proceeds and other interests relating to the ownership, operation and/or production of such Borrowing Base Properties, to the extent permitted by applicable law and regulations, the Exchange Funds (100%as defined in Section 8.15), and prior to any Distributions being permitted to be made to any Restricted Subsidiary pursuant to the terms of Section 9.2(b) and/or the definition of "Permitted Investments," all of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its each Restricted Subsidiaries that constitute not less than the Required Reserve Value Subsidiary of all Proved Mineral Interests owned by Borrower and its each Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existSubsidiary. On or before the Effective Closing Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, Agent for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit PartyBorrower, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s 's discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Redetermination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably requestrequest (including, without limitation, upon consummation of the Permitted Exchange), Borrower shall, and shall cause its Restricted Subsidiaries to, shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Subsidiaries Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above preceding with respect to Borrowing Base Properties acquired by Borrower and its Restricted Subsidiaries subsequent to the last date on which Borrower or any such Restricted Subsidiary was required to execute and deliver Mortgages pursuant to this Section 5.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) At any time Borrower or any of its Subsidiaries is required to execute and deliver Mortgages to Administrative Agent pursuant to this Section 5.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions within sixty (60) days of the date of any such request, and in each case addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Borrower's or such Subsidiary's title to the Required Reserve Value of the Proved Mineral Interests then held which are subject to such Mortgages, and (ii) the validity and perfection of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii), Section 9.2 and the definition of "Permitted Investments," Borrower or any Indirect Restricted Subsidiary (as applicable) shall execute and deliver to Administrative Agent a Borrower Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Restricted Subsidiary of every class owned by Borrower and or such Indirect Restricted Subsidiaries Subsidiary (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required shall be duly endorsed or accompanied by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision stock powers executed in any of the Loan Papers to the contrary, in no event is any Building blank (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; providedapplicable), that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to such UCC-1 financing statements as Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit Liens required by Section 5.1(a)(iii) and Section 9.2 in the issued and outstanding Equity of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over each such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderRestricted Subsidiary.

Security. (a) On All filings and after other actions necessary or desirable to perfect and protect the Effective Datesecurity interest created by each of the Security Documents executed on or prior to such Delivery Date shall have been duly taken. In connection therewith, the Obligations Lenders shall be secured by first and prior Liens covering and encumbering have received the following: (i) one hundred percent evidence of the completion (100%or satisfactory arrangement for the completion) of the issued all recordings and outstanding Equity Interests filings of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form any other Security Document to be executed on such Delivery Date shall have been executed and substance delivered, dated a date reasonably near to such Delivery Date, or such other evidence of filing as may be acceptable to Administrative the Lenders, naming such Obligor as the debtor and the Security Agent and as the secured party, or other similar instruments or documents, filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Lenders, desirable to perfect the security interest of the Security Agent pursuant to such Security Documents, (ii) (A) the Mortgage in respect of the applicable Vessel, duly executed and delivered by such Credit PartyObligor and the Security Agent, (B) an Assignment of Insurances in respect of the applicable Vessel duly executed and delivered by such Obligor, (C) with respect to any Charter of such Vessel, an Assignment of Charter (if applicable) duly executed and delivered by the applicable Obligor and (D) with respect to any such Charterer, a Charterer Consent, if applicable, and (iii) UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports listing all effective financing statements or comparable documents which name any Obligor as debtor and which are filed in those jurisdictions in which any Obligor is organized and the jurisdictions in which any applicable Obligor’s principal place of business is located in the United States, together with copies of such existing financing statements, none of which shall encumber the Collateral and which shall evidence no Liens other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior than Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted permitted pursuant to the Loan PapersSection 7.2.3. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On To the extent required by the Collateral Documents, and after subject to the Effective DateTerm/ABL Intercreditor Agreement, the Obligations shall be secured by first and prior perfected Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are all Collateral owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existLoan Parties. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). The Borrower hereby consents and authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial CodeCode (as in effect in each applicable jurisdiction from time to time), assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s discretion, acting at the written 72 direction of the Required Lenders) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after Documents. To the Effective Dateextent required by the Collateral Documents, the Borrower will, and will cause the other Loan Parties to, execute any and all further documents, agreements (including, without limitation, control agreements and Intellectual Property Security Agreements) and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, and other documents and recordings of Liens in stock registries or land title registries, as applicable), in each case at such other times as the Borrower’s expense, that may be required under any applicable Law for the perfection of Liens in the Collateral created or intended to be created by the Collateral Documents, and provide to the Administrative Agent or the Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized andLenders, as applicable, executed) as from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent shall reasonably deem necessary or appropriate the Required Lenders, as applicable, as to grant, evidence the perfection and perfect priority of the Liens required created or intended to be created by Section 5.1(a) above the Collateral Documents. For the avoidance of doubt, each Loan Party authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or part of the Collateral of any Loan Party without the signature of such Loan Party where permitted by law, including any financing or continuation statement, or amendment thereto, with respect to Proved Mineral Interests then held by Borrower “all assets” or “all assets and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including debtor, whether now owned or existing or hereafter acquired or arising, wherever located, together with all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to thereof, substitutions and replacements therefor, and additions and accessions thereto” in the property covered thereby and are and will be providing to Administrative Agent various control agreementscollateral description (A carbon, powers photographic or other reproduction of attorney and other rights to exercise control over such collateral the Collateral Documents or any other collateral covered by financing statement covering any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect Collateral or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release part thereof of any of its rights or remedies under the Security Instruments or Loan Party shall be sufficient as a release of any Lien granted thereunderfinancing statement where permitted by Law).

Security. The following security shall be completed, duly executed, delivered, and registered, where necessary, to the satisfaction of the Lender and its counsel, acting reasonably. All present and future security (the “Security”) and the terms thereof shall be held by the Lender as continuing security for all present and future Obligations. (a) On The Borrower shall execute and after deliver to the Effective Date, Lender the Obligations shall be secured by first and prior Liens covering and encumbering following security documents: (i) one hundred percent (100%) a first ranking general security agreement providing a security interest over all present and after acquired personal property of the issued Borrower (including, without limitation, (A) over all inventory of drug substances and outstanding Equity Interests drug products that the Borrower has purchased or manufactured, or will purchase or manufacture, for the purpose of each existing research and future Domestic Subsidiary development associated with the licensed compound(s) or product(s) under the exclusive license agreement between the Borrower and the Lender as of November 4, 2021 (the “License Agreement”), including all related materials, intermediates, and finished goods, and (B) the License Agreement and all Tuspetinib clinical trial data); provided that, if the Lender has unreasonably withheld an Advance, and such withholding is the direct cause of an Event of Default under Clause 13(e), then the assets subject to the Security in respect of the Borrower that are owned by a Credit Party, shall be limited to the assets described in paragraph (A) above; and (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments)proviso above, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyancesassignments of material contracts, amendmentslandlord access agreements, agreements and other writings, including UCC-1 financing statements (each duly authorized and, security documents as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as may be reasonably required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) by the Liens granted pursuant to the Loan PapersLender. (b) On or before each Determination Date Each Guarantor shall execute and deliver to the Lender the following security documents: (i) an unlimited guarantee, guaranteeing all of the Obligations of the Borrower and the other Guarantors; (ii) a first ranking general security agreement providing a security interest over all present and after acquired personal property of the Effective Date, and at applicable Guarantor; and (iii) such other times as Administrative Agent or Required Banks shall reasonably requestguarantees, Borrower shallassignments of material contracts, and shall cause its Restricted Subsidiaries tolandlord access agreements, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements assignments and other writings, including UCC-1 financing statements security documents as may be required from time to time by the Lender. No Loan Party shall be discharged from the Security or any part thereof except by a written release and discharge signed by the Lender. The Lender hereby agrees to release the Security and discharge the security interests constituted by the Security at the Borrower’s sole cost and expense forthwith after all of the Obligations have been unconditionally and irrevocably paid or performed in full and the Facility secured by the Security has been terminated. The Security will be in such form or forms as will be required by the Lender acting reasonably and will be registered by the Lender or its counsel in Canada (each duly authorized and, as applicable, executedand any province thereof) and the United States (and any state thereof) as Administrative Agent shall reasonably deem necessary or appropriate the Lender, acting reasonably, may from time to grant, evidence time require to protect and perfect the Liens required by Section 5.1(a) above liens created thereby. Should the Lender determine at any time and from time to time, acting reasonably, that the form and nature of the then existing Security is deficient in any way or does not fully provide the Lender with respect the liens and priority to Proved Mineral Interests then held by Borrower which each is entitled hereunder, each Loan Party will forthwith execute and such Restricted Subsidiaries (as applicable) which are not the subject of existing first deliver or cause to be executed and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (delivered to the extent purported to be subject Lender, at the Borrower’s expense, such amendments to the Security Agreement) to be subject to or provide such new security as the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryLender may reasonably request. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after Except to the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering extent provided in paragraph (ib) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bankbelow, the Security Agreement shall be granted in favour of and Mortgages held by the Agent for and on behalf of the Lenders in form accordance with the provisions of this Agreement. The Agent shall, in accordance with its usual practices in effect from time to time, take all steps required to perfect and substance acceptable maintain the Security, including: taking possession of the certificates representing the securities required to Administrative be pledged hereunder; filing renewals and change notices in respect of such Security; and ensuring that the name of the Agent and duly executed by such Credit Partyis noted as loss payee or mortgagee on all property insurance policies covering the Property of the Companies. If the Agent becomes aware of any matter concerning the Security which it considers to be material, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative it shall promptly inform the Lenders. The Agent shall deem necessary comply with all instructions provided by the Lenders in connection with the enforcement or appropriate release of the Security which it holds. The Agent agrees to grant, evidence permit each Lender to review and perfect first and prior Liens in all Borrowing Base Properties and other interests make photocopies of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under original documents comprising the Uniform Commercial Code, assignments and/or continuation statements as necessary Security from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papersupon reasonable notice. (b) On or before each Determination Date after Any security which may be granted by a Credit Party in favour of any Lender directly in respect of the Effective DateObligations (such as but not limited to security granted in favour of any Lender under the Bank Act (Canada)) shall be deemed to constitute part of the Security. Each Lender which holds any such item of security agrees that it shall not enforce such security unless and until the Required Lenders have made a determination to enforce the Security pursuant to Section 9.01(d), and at such other times as Administrative ▇▇▇▇▇▇ agrees to remit to the Agent or Required Banks all amounts received by it in connection with the enforcement thereof. All such amounts shall reasonably request, Borrower shall, be deemed to constitute Proceeds of Realization and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages be dealt with as provided in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests9.03. (c) Immediately on any Obligations becoming due and payable under Section 8.02 the Borrower will shall, without necessity of further act or evidence, be unconditionally obligated to immediately deposit with the Agent for the Lenders’ benefit cash collateral equal to the full face amount of all Bankers’ Acceptances then outstanding for its account and the Borrower hereby unconditionally promises and agrees to do so. The Borrower authorize the Lenders, or any of them, to debit its accounts with the amount required to pay such Bankers’ Acceptances, notwithstanding that such B/As may be held by the Lenders, or any of them, in their own right at all times cause maturity. Amounts paid to the other material tangible Agent in respect of B/As shall be applied against, and intangible personal property of Borrower and each Restricted Subsidiary (shall reduce, pro rata among the Lenders, to the extent purported to be subject of the amounts paid to the Security Agreement) to be subject to Agent in respect of B/As, the Lien obligations of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiaryto pay amounts then or subsequently payable under B/As at the times amounts become payable thereunder. (d) Notwithstanding any provision in any of On or before the Loan Papers to Maturity Date, the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home Borrower shall be encumbered by any Security Instrument; provided, that (i) unwind all Hedging Agreements (and pay all applicable unwinding costs in respect thereof) with the applicable Credit Party’s interests in all lands Lenders and Hydrocarbons situated under any such Building Affiliates of the Lenders; or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower provide cash collateral in favour of the Agent in respect of all outstanding Hedging Agreements in an amount satisfactory to the Agent. For greater certainty, the Agent shall not, have no obligation to release all or any portion of the Security unless and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building until all Hedging Agreements are terminated or Manufactured (Mobile) Home owned by them except Permitted Encumbrancessuch cash collateral is provided in respect thereof. (e) Notwithstanding thatthe rights of an Affiliate of a Lender or a Former Lender to benefit from the Security in respect of the Hedging Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the terms Lenders or the Required Lenders in accordance with this Agreement and no Affiliate of a Lender nor a Former Lender to whom Hedging Obligations are owed from time to time shall have any additional right to influence the various Security Instruments, or the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any enforcement of the Security Instruments, so long as no Event a result of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderholding Hedging Obligations.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first pursuant to the Security Documents as follows: (a) each Subsidiary Guarantor shall guarantee the payment and prior Liens covering performance of the Obligations pursuant to the terms of one or more Subsidiary Guaranty Agreements; (b) each of Borrower and encumbering each Domestic Subsidiary shall pledge substantially all of its personal property assets pursuant to the terms of one or more Security Agreements; (ic) one hundred If at any time the Dollar value of total assets of any Foreign Subsidiary equals or exceeds four percent (1004%) of the issued and outstanding Equity Interests aggregate Dollar value of each existing and future Domestic Subsidiary the total assets of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments)on a Consolidated basis, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, then Borrower shall deliver, pledge or cause to be deliveredpledged, sixty-six and two-thirds percent (66 2/3%) of the outstanding stock or other ownership interest in such Foreign Subsidiary to Administrative Agentsecure payment and performance of the Obligations; and (d) If at any time the aggregate Dollar value of total assets of all Foreign Subsidiaries equals or exceeds five percent (5%) of the aggregate Dollar value of the total assets of Borrower and its Subsidiaries on a Consolidated basis, for then Borrower shall pledge or cause to be pledged, sixty-six and two-thirds percent (66 2/3%) of the ratable benefit outstanding stock or other ownership interest in each Foreign Subsidiary to secure payment and performance of each Bankthe Obligations. For purposes of the pledges required by Sections 4.13(c) and (d) above, the Security Agreement and Mortgages such pledges shall be pursuant to one or more Pledge Agreements in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agentsshall be accompanied by such evidences of ownership as are required by the Applicable Law of the jurisdiction of organization of each Foreign Subsidiary. Further, successors such pledges shall be accompanied by opinions of counsel to such Foreign Subsidiaries as to enforceability, conflict with laws and assignsperfection, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall case reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver acceptable to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. As continuing collateral security for the payment and performance of the Secured Obligations (all of the foregoing on a pari passu basis), there shall be executed and delivered to the Administrative Agent or the Collateral Agent, as applicable, subject to Section 6.1(1), the following documents, each of which documents shall be in form and substance reasonably satisfactory to the Lenders and subject to the Agreed Security Principles: (a) On an MDA Obligor Guarantee from each MDA Party; (b) a GSA from each MDA Party; (c) a Debenture from each MDA Party that owns or has an interest in the Acquired Real Property or any other Material Real Property, and after with respect to such Material Real Property located in the Effective DateUnited States of America, together with fully-paid American Land Title Association Lender’s Extended Coverage (or other reasonably satisfactory coverage if such coverage is not available in the applicable jurisdiction) mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Collateral Agent, assuring the Collateral Agent that the mortgage, charge, deed of trust or similar agreement creates a valid and enforceable mortgage lien on the relevant Collateral, free and clear of all defects and encumbrances except Permitted Liens, which such title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include such endorsements as are reasonably requested by the Collateral Agent; provided that, at least 15 days prior to any specific mortgage, pledge or charge of any real property located in the United States of America, the Obligations Borrower shall be secured by first provide evidence to the Collateral Agent and prior Liens covering and encumbering each Lender that all flood insurance requirements hereunder in respect of such real property have been satisfied; (id) one hundred percent (100%) a pledge of the issued and all outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Designated Subsidiary (to including the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances.Acquired Securities); (e) Notwithstanding that, any intercompany loans by any MDA Obligor to any Subsidiary that is not an MDA Obligor in excess of US$10 million (or the terms of Equivalent Amount in any other currency) in the various Security Instruments, the Credit Parties are and will aggregate shall be assigning to Administrative Agent evidenced by a note pledged as collateral for the benefit of the Secured Parties obligations pursuant to a first priority perfected security interest, subject only to Permitted Liens; (f) a subordination of all Debt owing to any Subsidiary that is not an MDA Obligor by an MDA Obligor; (g) the Confirmation; and (h) any security instruments or documentation required by the Collateral Agent in connection with the renewal of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the foregoing security or granted supplemental to such security and such other security and supporting documents reasonably required by the Collateral Agent from time to time to perfect the above security or renewals therefor or reasonably required by the Collateral Agent to give effect to this Agreement; provided that any such Security Instruments, so long as no Event of Default has occurred and is continuing (other than the Credit Parties may continue Existing Security) shall be required to receive and collect all be provided within 45 days after the event triggering such proceeds and requirement (or such longer period to which the Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereundermay agree).

Security. (a) On Each Borrower will, and after will cause each Guarantor to, execute and deliver to the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bankthe Secured Parties, the Security Agreement and (a) Mortgages in form and substance acceptable to the Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties Direct Interests having an Engineered Value equal to or greater than the Minimum Mortgaged Value and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages Security Agreements in form and substance acceptable to the Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) and control agreements as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect Liens in the Liens required by Section 5.1(a) above with respect to Proved Mineral Partnership Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests certain other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower such Credit Party subject only to Permitted Encumbrances and other Liens permitted under Section 7.02. Administrative Agent and each Restricted Subsidiary Lender hereby acknowledges that, as of the Effective Date, the Borrower is in compliance with Section 6.09; provided that within thirty (30) days after the Effective Date the Borrower will, and will cause each Guarantor to, execute and deliver to the Administrative Agent amendments of, or amendments and restatements of, the mortgages in effect as of the Effective Date to the extent purported to be subject to requested by, and in form and substance satisfactory to, the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments Administrative Agent and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit based on the Reserve Report used to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by determine the terms Borrowing Base as of the various Security InstrumentsEffective Date, the Credit Parties are and Borrower will continue to be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, in compliance with this Section 6.09 so long as no Event of Default has occurred the Aggregate Revolving Commitment does not exceed $100,000,000 as demonstrated by the calculations set forth on Schedule 6.09 and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to any changes in Engineered Value as a result of Reserve Reports delivered after the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderEffective Date.

Security. The Obligations, whether under this Agreement, the Notes, the Letter of Credit Documents, the other Loan Documents or otherwise, shall be secured at all times by: (a) On a first priority perfected security interest in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of the Borrowers and their Subsidiaries (including without limitation all Intercompany Notes and all trademarks and service marks and licenses, but excluding HTB Prohibited Assets), subject only to Permitted Encumbrances, together with landlord waivers and mortgagee waivers with respect to the locations of such personal property and fixtures and, after the Effective Datean Event of Default has been declared, the Obligations shall be secured by lock box account agreements with respect to cash receipts; (b) a first and prior Liens covering and encumbering (i) one hundred percent (100%) priority perfected pledge of all of the issued and outstanding Equity Interests shares of each existing capital stock and future Domestic Subsidiary other equity interests of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the Borrowers (other material personal property assets than the Parent and, without the consent, if required, of HomeTown Buffet, Inc., HTB) and their Subsidiaries, together with all options, warrants and other similar rights to the purchase thereof, now or hereafter owned legally or beneficially by any of the Credit Parties Borrowers; and (subject c) the subordination to certain exceptions as set forth in the Security Instruments)Agent and the Lenders of all now existing or thereafter arising obligations of the Borrowers to any of the other Borrowers, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliverSubsidiaries, or cause other Affiliates of any of the foregoing pursuant to be delivered, a subordination agreement satisfactory to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages Agent in form and substance acceptable substance. The Borrowers agree to Administrative Agent take such actions (and duly executed by to cause their Subsidiaries to take such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executedactions) as Administrative the Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary may reasonably request from time to time (in Administrative Agent’s discretion) order to perfect (or continue perfection of) cause the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate the Lenders to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will be secured at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiaryas described in this Section. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent the Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights and all products, proceeds and other interests relating to the ownership, operation and/or production of such Borrowing Base Properties, and (100%ii) all of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its each Restricted Subsidiaries that constitute not less than the Required Reserve Value Subsidiary of all Proved Mineral Interests owned by Borrower and its each Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existSubsidiary. On or before the Effective Closing Date, Borrower shall deliver, or cause to be delivered, (A) deliver to Administrative Agent, Agent for the ratable benefit of each Bank, the Security Agreement and Mortgages (including, without limitation, amendments to the Existing Mortgages) in form and substance acceptable to Administrative Agent and duly executed by such Credit PartyBorrower and/or its Subsidiaries, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only to Permitted Encumbrances) in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a), (B) execute and deliver to Administrative Agent (1) a Borrower Pledge Agreement, and (2) such UCC-1 and UCC-3 financing statements as Administrative Agent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and (C) deliver to Administrative Agent the certificate(s) evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower, duly endorsed or accompanied by appropriate blank stock powers. Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Redetermination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Majority Banks shall reasonably requestrequest or as otherwise required hereunder, including, without limitation, pursuant to Section 4.5 hereof, Borrower shall, and shall cause its Restricted Subsidiaries to, shall execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Subsidiaries Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above preceding with respect to Borrowing Base Properties acquired by Borrower and its Restricted Subsidiaries subsequent to the last date on which Borrower or any such Restricted Subsidiary was required to execute and deliver Mortgages pursuant to this Section 5.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) At any time Borrower or any of its Subsidiaries is required to execute and deliver Mortgages and/or Assignments and Amendments to Mortgages to Administrative Agent pursuant to this Section 5.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Borrower’s or such Subsidiary’s title to the Required Reserve Value of the Proved Mineral Interests then held which are subject to such Mortgages, and (ii) the validity and perfection of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii), Borrower or any Indirect Restricted Subsidiary (as applicable) shall execute and deliver to Administrative Agent a Borrower Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Restricted Subsidiary of every class owned by Borrower and or such Indirect Restricted Subsidiaries Subsidiary (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required shall be duly endorsed or accompanied by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision stock powers executed in any of the Loan Papers to the contrary, in no event is any Building blank (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; providedapplicable), that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to such UCC-1 financing statements as Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over each such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderRestricted Subsidiary.

Security. (a) On The Borrower hereby agrees that prior to the Collateral Release Date it will, and after will cause each U.S. Subsidiary to, take such actions as the Effective DateAdministrative Agent or the Required Banks may from time to time reasonably request to establish and maintain first-priority, the Obligations shall be secured by first perfected security interests in and prior Liens covering on all of their real and encumbering personal property Collateral, except (i) one hundred percent to the extent otherwise expressly provided herein or in any Collateral Document, and (100%ii) with respect to inventory held subject to consignment arrangements or in public warehouses described from time to time to the Administrative Agent, with an aggregate fair market value not to exceed $10,000,000 at any time; PROVIDED that if the Borrower and its Subsidiaries should own inventory held subject to consignment arrangements or in public warehouses with an aggregate fair market value in excess of $10,000,000, then the issued Borrower or such Subsidiary, respectively, shall have 30 days to obtain such waivers or agreements, make such filings or take such other actions as the Administrative Agent may require to ensure that the aggregate fair market value of such inventory as to which the Administrative Agent and outstanding Equity Interests of the Banks do not have a first-priority, perfected security interest does not exceed $10,000,000. (b) The Borrower agrees to cause each existing Person that becomes a U.S. Subsidiary after the Amendment Effective Time to promptly (i) execute and future Domestic deliver to the Administrative Agent a Subsidiary of Borrower that are owned by a Credit PartyGuarantee, (ii) Proved Mineral Interests owned by Borrower execute and its Restricted Subsidiaries that constitute not less than deliver to the Required Reserve Value Administrative Agent a counterpart of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and the Intercompany Subordination Agreement, (iii) substantially all execute and deliver to the Borrower an Intercompany Note payable to the order of the other material personal property assets Borrower, which Intercompany Note the Borrower will, unless the Collateral Release Date has occurred, endorse to the order of the Credit Parties Administrative Agent and deliver to the Administrative Agent, and (subject iv) unless the Collateral Release Date has occurred, grant to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon productionBanks, products such security interests and proceeds accruing to the property covered thereby and Liens as are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies required under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.SECTION 6.01.10

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Domestic Subsidiaries that constitute which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Domestic Subsidiaries on and after the Effective Date, and (iiiii) substantially all one-hundred percent (100%) of the other material personal property assets issued and outstanding Equity of each existing and future Subsidiary of Borrower (provided that no pledge shall be required of more than 65% of the Credit Parties (subject Equity owned directly by Borrower or any Domestic Subsidiary in any Foreign Subsidiary and that no Foreign Subsidiary shall be required to certain exceptions as set forth pledge any Equity in the Security Instrumentsany other Foreign Subsidiary), except that, in each case, Permitted Encumbrances may exist. On or before prior to the Effective Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, for the ratable benefit of each Bank, Bank (A) the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such the Credit Party, Parties (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as its Domestic Subsidiaries required by this Section 5.1(a). , (B) a Borrower hereby authorizes Pledge Agreement duly executed by Borrower, (C) such UCC-1 financing statements as Administrative AgentAgent shall request to fully evidence and perfect the Liens created by such Borrower Pledge Agreement, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection ofD) the Liens granted pursuant certificates, if any, evidencing the issued and outstanding Equity of each existing Subsidiary of Borrower that is required hereby to the Loan Papersbe pledged, duly endorsed or accompanied by appropriate blank stock powers (as applicable). (b) On or before each Determination Date after prior to the Effective Date, Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Domestic Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a5.1(a)(i) above preceding with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests5.1(a)(i) preceding. (c) On the date of the creation or acquisition by Borrower will at all times cause of any Subsidiary with assets of $25,000 or more, or on the other material tangible and intangible personal property date of creation or acquisition by any Subsidiary of Borrower of any Indirect Subsidiary with assets of $25,000 or more, Borrower or such Subsidiary of Borrower (as applicable) shall execute and deliver to Administrative Agent a Borrower Pledge Agreement or Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Subsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(ii) in the issued and outstanding Equity of each Restricted Subsidiary (to the extent purported to such Subsidiary, provided that no pledge shall be subject to the Security Agreement) to be subject to the Lien required of more than 65% of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into Equity owned directly by Borrower and each Restricted or any Domestic Subsidiary in any Foreign Subsidiary and all that no Foreign Subsidiary shall be required to pledge any Equity Interests owned by Borrower and each Restricted in any other Foreign Subsidiary. (d) Notwithstanding Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any provision and all necessary financing statements under the Uniform Commercial Code, assignments or continuation statements as necessary from time to time (in any of Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted (or purported to be granted) pursuant to the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesPapers. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunder.

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent the Required Reserve Value of all Borrowing Base Properties, together with all related assets and interests, including, without limitation, all operating equipment, accounts, inventory, contract rights and all products, proceeds and other interests relating to the ownership, operation and/or production of such Borrowing Base Properties, to the extent permitted by applicable law and regulations, the Exchange Funds (100%) as defined in Section 9.14), and all of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Partyand, (iiprior to any Distributions being permitted to be made to any Restricted Subsidiary pursuant to the terms of Section 10.2(b) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than and/or the Required Reserve Value definition of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially “Permitted Investments,” all of the other material personal property assets issued and outstanding Equity of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments)such Restricted Subsidiary owned by WPC, except that, in Borrower and each case, Permitted Encumbrances may existRestricted Subsidiary. On or before the Effective Closing Date, Borrower shall deliver, or cause to be delivered, deliver to Administrative Agent, Agent for the ratable benefit of each Bank, (A) the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and Amendments to Mortgages (as applicable), in each case duly executed by such Credit PartyBorrower and Equity Oil, as applicable, together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized and, as applicable, executedauthorized) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as Equity Oil required by this Section 5.1(a6.1(a), (B) the Parent Pledge Agreement duly executed by Parent, (C) such UCC-1 financing statements (each duly authorized) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens created by such Parent Pledge Agreement, and (D) to the extent not previously delivered to Administrative Agent pursuant to the terms of the Existing Credit Agreement, the certificates evidencing the issued and outstanding Equity of Borrower and Equity Oil accompanied by appropriate blank stock powers. WPC and Borrower hereby authorizes authorize Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Redetermination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably requestrequest (including, without limitation, (i) upon consummation of a Permitted Exchange, or (ii) in connection with any title and curative review and work performed after the Closing Date in connection with the CQ Acquisition), Borrower shall, and each other Credit Party shall cause its Restricted Subsidiaries to, execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Subsidiaries other Credit Party (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a6.1(a) above preceding with respect to Proved Mineral Interests then held Borrowing Base Properties acquired by Borrower and such other Credit Parties subsequent to the last date on which Borrower or any such other Credit Party was required to execute and deliver Mortgages pursuant to this Section 6.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks. (c) At any time Borrower or any other Credit Party is required to execute and deliver Mortgages (other than Mortgages to be delivered on the Closing Date encumbering the CQ Properties, which require evidence of title in accordance with Section 7.3) to Administrative Agent pursuant to this Section 6.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions within sixty (60) days of the date of any such request, and in each case addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Borrower’s or such Credit Party’s title to the Required Reserve Value of the Proved Mineral Interests which are subject to such Mortgages, and (ii) the validity and perfection of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 6.1(a)(iii), Section 10.2 and the definition of “Permitted Investments,” WPC, Borrower or any Indirect Restricted Subsidiaries Subsidiary (as applicable) shall execute and deliver to Administrative Agent an applicable Pledge Agreement together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of any such Restricted Subsidiary of every class owned by WPC, Borrower or such Indirect Restricted Subsidiary (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required shall be duly endorsed or accompanied by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision stock powers executed in any of the Loan Papers to the contrary, in no event is any Building blank (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; providedapplicable), that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to such UCC-1 financing statements as Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit Liens required by Section 6.1(a)(iii) and Section 10.2 in the issued and outstanding Equity of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over each such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderRestricted Subsidiary.

Security. (a) On and after A copy (with at least two originals to follow promptly) of each of the Effective Date, following Transaction Security Documents executed by the Obligations shall be secured by first and prior Liens covering and encumbering parties thereto (other than the Finance Parties): (i) one hundred percent the Assignment Agreement (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, Parent); (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and Share Charge (Mergerco); (iii) substantially all of the other material personal property assets of the Credit Parties Debenture (subject to certain exceptions as set forth in the Security InstrumentsBorrower), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements ; (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection ofiv) the Liens granted pursuant to Account Charge (Borrower); and (v) the Loan PapersShare Charge (Target). (b) On or before each Determination Date after the Effective DateA copy of all notices required to be sent, and at such other times as Administrative Agent or Required Banks shall reasonably requestacknowledgments thereto required to be delivered, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver under the Transaction Security Documents referred to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly paragraph (a) above executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations applicable parties as required by Section 5.1(a). Borrower such Transaction Security Documents (where such notices and its Restricted Subsidiaries acknowledgments are not required to grant Liens be delivered on Mineral Interests other than their Proved Mineral Intereststhe date of execution of such Transaction Security Document or otherwise before the date of the Utilisation Request). (c) Borrower will at A copy (with originals to follow promptly) of all times cause share certificates, all transfers and share transfer forms or equivalent duly executed by the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (applicable Original Obligor in blank in relation to the extent purported assets subject to or expressed to be subject to the Transaction Security Agreement(under the Transaction Security Documents referred to in paragraph (a) above) and other documents of title and deliverables (including any directors’ resignation and authorisation letters, deed of undertaking and confirmation, deed of appointment and letter of instruction) to be subject provided under the Transaction Security Documents referred to in paragraph (a) above (other than the Lien documents of title and deliverables in respect of Equity Interests in the Target to be secured under the Share Charge (Target) and the updated and annotated register of members of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted SubsidiaryTarget to reflect the Acquisition which are to be delivered under Clause 23.44 (Conditions subsequent: Acquisition)). (d) Notwithstanding any provision in any A certified copy of the Loan Papers register of mortgages and charges of each Original Obligor including details of any Transaction Security Document pursuant to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any which such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted EncumbrancesOriginal Obligor has granted Transaction Security. (e) Notwithstanding that, by A certified copy of the register of members of Mergerco duly annotated pursuant to the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderShare Charge (Mergerco).

Security. (a) On and after the Effective Date, the The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent (100%Borrowing Base Properties comprising the Minimum Collateral Amount, and prior to any Distributions being permitted to be made to any Restricted Subsidiary pursuant to the terms of Section 10.2(b) and/or the definition of "Permitted Investments," all of the issued and outstanding Equity Interests of owned by Parent, Borrower and each existing and future Domestic Restricted Subsidiary of Borrower that are owned by a Credit Partyand each such Restricted Subsidiary. On the Closing Date, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower applicable) shall deliver, or cause to be delivered, deliver to Administrative Agent, Agent for the ratable benefit of each Bank, the Security Agreement Mortgages and Amendments to Mortgages in form and substance acceptable to Administrative Agent and duly executed by each such Credit PartyParty (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 and UCC-3 financing statements (each duly authorized andand executed, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all the Borrowing Base Properties and other interests of Borrower and the other any Credit Parties as Party required by this Section 5.1(a6.1(a). Parent and Borrower hereby authorizes authorize Administrative Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or or continuation statements as necessary from time to time (in Administrative Agent’s 's discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Redetermination Date after the Effective Date, Closing Date and at such other times as Administrative Agent or Required Banks shall reasonably request, Parent, Borrower shall, and each Restricted Subsidiary shall cause its Restricted Subsidiaries to, execute and deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Parent, Borrower and any such Restricted Subsidiaries Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a6.1(a) above preceding with respect to Proved Mineral Interests then held the Borrowing Base Properties acquired by Parent, Borrower and each Restricted Subsidiary subsequent to the last date on which Parent, Borrower or any such Restricted Subsidiary was required to execute and deliver Mortgages pursuant to this Section 6.1(b), or which, for any other reason are not the subject of valid, enforceable, perfected first priority Liens (subject only to Permitted Encumbrances) in favor of Administrative Agent for the ratable benefit of Banks; provided, however, that nothing contained in this Section 6.1(b) shall be construed to require Liens covering and encumbering Borrowing Base Properties comprising more than the Minimum Collateral Amount. (c) At any time Parent, Borrower or any of their Subsidiaries are required to execute and deliver Mortgages and/or Amendments to Mortgages to Administrative Agent pursuant to this Section 6.1, Borrower shall also deliver to Administrative Agent such opinions of counsel (including, if so requested, title opinions, and in each case addressed to Administrative Agent) and other evidence of title as Administrative Agent shall deem necessary or appropriate to verify (i) Parent's, Borrower's or such Subsidiary's title to the Borrowing Base Properties comprising the Minimum Collateral Amount which are subject to such Mortgages, and (ii) the validity, perfection and priority of the Liens created by such Mortgages (as amended by the Amendments to Mortgages, as applicable) and such other matters regarding such Mortgages as Administrative Agent shall reasonably request. (d) To the extent required or contemplated by the terms of Section 6.1(a)(ii), Section 10.2 and the definition of "Permitted Investments," Parent, Operating, Borrower or any Indirect Subsidiary (as applicable) shall execute and deliver to Administrative Agent a Parent Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of Operating, Borrower and any such Restricted Subsidiary of every class owned by Parent or such Indirect Subsidiary (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required shall be duly endorsed or accompanied by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision stock powers executed in any of the Loan Papers to the contrary, in no event is any Building blank (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; providedapplicable), that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms of the various Security Instruments, the Credit Parties are and will be assigning to such UCC-1 financing statements as Administrative Agent for shall deem necessary or appropriate to grant, evidence and perfect the benefit Liens required by Section 6.1(a)(ii) and Section 10.2 in the issued and outstanding Equity of the Secured Parties all of the Hydrocarbon productionOperating, products Borrower and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over each such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderRestricted Subsidiary.

Security. (a1) On and after In each case subject to Permitted Exceptions, by the Effective Dateapplicable dates specified below, the Obligations Borrowers shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, provide or cause to be deliveredprovided by the Domestic Guarantors and the Foreign Guarantors, as the case may be, to the Administrative Agent, for and on behalf of the ratable benefit Lenders, as continuing collateral security for the present and future indebtedness and liability of each Bankthe Borrowers, the Security Agreement obligations of the Domestic Guarantors under the Domestic Guarantee and Mortgages the obligations of the Foreign Guarantors under the Foreign Guarantees, respectively, to the Administrative Agent and the Lenders hereunder and under the other Credit Documents, the following security (the “Security”), in form and substance acceptable satisfactory to the Administrative Agent and duly executed by such Credit PartyAgent, acting reasonably, together with such other assignmentsany relevant reasonably required power of attorney, conveyancesregistrations, amendments, agreements filings and other writingssupporting documentation deemed necessary by the Administrative Agent or its counsel to perfect the same or otherwise in respect thereof: (a) in the case of each Domestic Guarantor, including UCC-1 financing statements the Domestic Guarantee under Article 23 hereof, effective as of the date hereof; (b) in the case of each duly authorized andForeign Guarantor, a Foreign Guarantee dated as of the Closing Date; (c) general security agreements which for greater certainty shall not include a hypothec with respect to moveable property located in the Province of Quebec dated as of the Closing Date constituting a security interest in all personal property (or moveable property, as applicable) and assets of the Loan Parties (including all contract rights, executedinventory, accounts, general intangibles, Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which charge shall be a first ranking and exclusive charge, subject, if and to the extent applicable, to any Permitted Encumbrances (each being a “Security Agreement”), and subject to the grace periods specified in each Security Agreement and in connection with deposit accounts, Section 8.01(18)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; (d) Subordination and postponement agreement in respect of the loan to be made to 6575064 Canada Inc. or the Borrower by Lender Sub, as defined in, and as contemplated by the Arrangement Agreement; (e) within 60 days following the acquisition of any Material Owned Real Property, or, in the case of the ▇▇▇▇▇▇ ▇▇▇▇▇ Road Property, by no later than the second anniversary of the Arrangement Date (if a Loan Party then owns such real property), debentures, mortgages, deeds of trust or deeds to secure debt (or immoveable hypothec, as applicable) constituting a charge on such real property (or immoveable property, as applicable) of the Loan Parties (as determined by the Administrative Agent), which charge shall be a first ranking and exclusive charge, subject, if and to the extent applicable, to any Permitted Encumbrances (each being a “Debenture”); and (f) within 30 days following the Closing Date (or such later date as the Administrative Agent shall deem necessary or appropriate to grantmay agree in its reasonable discretion), evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests the case of Borrower any Loan Party located outside of Canada and the United States, such security agreements, debentures, mortgages, pledge agreements or other Credit agreements or instruments as may be reasonably necessary to grant a security interest in its assets on terms consistent with the Security provided by Loan Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agentdomiciled in Canada and the United States. (2) Subject to Permitted Exceptions, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial Code, assignments and/or continuation statements as necessary Open Text will from time to time at its expense duly authorize, execute and deliver (in or cause the applicable Loan Party to authorize, execute and deliver) to the Administrative Agent such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Administrative Agent by the Credit Documents and of the rights and remedies therein granted to the Administrative Agent’s discretion) to perfect (, including the filing of financing statements or continue perfection of) the Liens granted pursuant other documents under any Law with respect to the Encumbrances created thereby. The Loan Papers. (b) On or before each Determination Date after Parties acknowledge that the Effective Credit Documents have been prepared on the basis of Law in effect on the Closing Date, and at such that changes to Law (including as a result of the coming into force of the Securities Transfer Act (Ontario) or any other times as Administrative Agent or Required Banks shall reasonably request, Borrower shallsimilar legislation) may require the execution and delivery of different forms of documentation, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for accordingly the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall have the right (acting reasonably) to require that the Credit Documents be amended, supplemented or replaced (and Open Text shall, or shall cause the applicable Loan Party to duly authorize, execute and deliver to the Administrative Agent any such amendment, supplement or replacement reasonably deem necessary or appropriate to grant, evidence and perfect requested by the Liens required by Section 5.1(a) above Administrative Agent with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower and its Restricted Subsidiaries are not required to grant Liens on Mineral Interests other than their Proved Mineral Interests. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (to the extent purported to be subject to the Security Agreement) to be subject to the Lien of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiary. (d) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance RegulationsCredit Documents) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that within 30 days of written request therefor (i) the applicable Credit Party’s interests to reflect any change in all lands and Hydrocarbons situated under any such Building Law, whether arising as a result of statutory amendments, court decisions or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and otherwise; (ii) Borrower shall not, to facilitate the creation and shall not permit any registration of its Restricted Subsidiaries to, permit appropriate forms of security in applicable jurisdictions; or (iii) to exist any Lien on any Building confer upon the Administrative Agent Encumbrances similar to the Encumbrances created or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, intended to be created by the terms of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Agent for the benefit of the Secured Parties all of the Hydrocarbon production, products and proceeds accruing to the property covered thereby and are and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral or any other collateral covered by any of the Security Instruments, so long as no Event of Default has occurred and is continuing the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of the collateral subject to the Security Instruments, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreements, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiver, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderDocuments.