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. (a) On and after 7.1 In consideration of the Effective DateBank having granted/agreed to grant the Loan Facility, the Obligations shall be secured by first Borrower/s hereby HYPOTHECATES to and prior Liens covering and encumbering (i) one hundred percent (100%) of char ges, as security 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 AgentBank, for securing 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 moneys that may from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) become due and payable by the Liens granted pursuant Borrower/s to the Loan Papers. Ba nk and the Balance Due to the Bank, by way of First Exclusive charge in favour of the Bank the assets of the Borrower/s, which are more particul arly described in the Schedule hereto (bhereinafter referred to as "Hypothecated Assets") On or before each Determination Date after and the Effective Date, and at such other times same SHALL BE AND STAND HYPOTHECATED to the Bank by way of first charge as Administrative Agent or Required Banks shall reasonably request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, security for the ratable benefit due repayment of each Bank, Mortgages in form Loan Facility and substance acceptable also for all indebtedness or liabilities of the Borrow er/s to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) the Bank together with such other assignmentsall interest, conveyancescommissions, amendmentscosts, agreements charges and other writings, expenses payable to or incurred by the Bank 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 those for 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 enforcement 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 security (ies). Provided that in case the Hypothecated Asset(s) is yet to be purchased or has not been delivered and/or regis tered with the appropriate authority, wherever applicable, at the time of signing of this agreement, then the particulars of the assets shall be intimated to the contraryBank in writing, as an addendum to this agreement, with all the relevant particulars of the assets including the registration details of the assets as may be applicable, whereupon such intimation in no event is any Building (writing shall form part of the Schedule attached and shall deemed to have bee n incorporated in this Agreement. 7.2 The Bank shall be entitled to call upon the Borrower and the Borrower shall be liable to furnish to the Bank additional and / or alternate security as defined decided by the bank in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined event of any substantial deterioration in the applicable Flood Insurance Regulations) owned by any Credit Party included in value of the Mortgaged Property security and no Building or Manufactured (Mobile) Home the Borrower shall be encumbered by bound to provide any Security Instrument; providedadditional security within 30 days from the receipt of the letter from the Bank. 7.3 The Borrower shall execute any bonds, that (i) promissory notes for the applicable Credit Party’s interests in Loan and all lands such documents, power of attorney(s)/undertakings and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall agreements as may be included in the Mortgaged Property and shall be encumbered required by the Security Instruments Bank at any time during the pendency of this Loan. 7.4 That the Bank is not responsible for delivery of duly endorsed Registered Certificate and (iithat the Borrower(s) Borrower shall not, and shall not permit any with hold payment 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 installments 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 pretext that Registration Certificate 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 thereunderbeen delivered.

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 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 (or, with respect to Administrative Agentcertain real property collateral, for within the ratable benefit time provided in the Post-Closing Agreement), do or cause to be done all things necessary in the 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, and to the extent not previously delivered in connection with the Existing Agreement, on the Closing Date (or, with respect to certain real property collateral, within the time provided in the Post-Closing Agreement) 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) 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, which schedule includes all real property with respect to which a Mortgage has been granted in connection with the Existing Agreement or as of the Closing Date is required to be granted hereunder pursuant to the test set forth in Section 3.02(b), a Mortgage (or amendment or modification to a Mortgage entered into in connection with the Existing Agreement) with respect thereto and such Mortgaged Property Support Documents (or amendments or modifications thereto or endorsements thereof, as appropriate) as the Administrative Agent may request, and (d) 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 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. Each Pledge Agreement to which any Obligor is a party on the Amendment Closing Date validly and effectively creates the Encumbrances which that Pledge Agreement purports to create. Each supplement to any Pledge Agreement and each Pledge Agreement to be entered into after the Amendment Closing Date shall, on execution thereof, validly and effectively create the Encumbrances over the subject-matter thereof and the Collateral therein mentioned which the Pledge Agreement so supplemented or so executed after the Amendment Closing Date purports to create. Each of the Encumbrances created or evidenced by each Pledge Agreement to which any Obligor is a party on the Amendment Closing Date (or, in the case of any supplements to a Pledge Agreement or any Pledge Agreement to be entered into after the Amendment Closing Date, on execution of such supplement or Pledge Agreement), constitutes a legal, valid, binding and enforceable perfected security interest ranking first and prior to any other Encumbrance or obligation (save for those Permitted Encumbrances and other Encumbrances expressly permitted under the terms of Pledge Agreements, if any, it being understood that no such other Encumbrances exist as of the Amendment Closing Date and any permission to incur any such Encumbrances following the Amendment Closing Date must be expressly given in writing by the Bank, BLL and the Collateral Agent), except: (a) On and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering where such enforceability is limited by: (i) one hundred percent (100%) applicable mandatory bankruptcy, insolvency, reorganization, moratorium or other mandatory laws of general application relating to the issued and outstanding Equity Interests enforcement of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, creditors’ rights generally; or (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than mandatory laws relating to the Required Reserve Value availability 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)specific performance, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliverinjunctive relief, or cause to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement other equitable remedies; 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 in respect of any supplement to any Pledge Agreement to be entered into by any Obligor, to the extent the perfection thereof requires the recording or before each Determination Date after the Effective Datefiling with a Governmental Body, and at such other times as Administrative Agent which recordation or Required Banks shall reasonably request, Borrower filing shall, and shall cause its Restricted Subsidiaries toin any event, deliver to Administrative Agentbe made on the execution thereof or promptly thereafter. Without derogating from the foregoing, for the ratable benefit of each Bankall consents, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignmentsregistrations, conveyances, amendments, agreements filings and other writingsactions that are necessary in order to establish, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence protect and perfect the Liens required by Section 5.1(a) above with respect Encumbrances purported to Proved Mineral Interests then held by Borrower be created or evidenced under the Pledge Agreements over the assets and such Restricted Subsidiaries (as applicable) rights 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 expressed to be subject to such Encumbrances under the Security Agreement) Pledge Agreements shall have been duly received or taken, with respect to filings with the Israeli Registrar of Companies, upon execution thereof or promptly thereafter and, in any event, no later than as required under Applicable Law (or, in the case of any supplements to a Pledge Agreement or Pledge Agreements to be subject entered into after the Amendment Closing Date, on execution of such supplement or Pledge Agreement or promptly thereafter) or, with respect to filings with the Israeli Registrar of Companies, promptly thereafter and no later than as required by law and, in any event, in respect of any filings in respect of any Pledge Agreement or supplement thereto, entered, or to be entered into, by Gazit-Globe, the governing law of which is not Israeli law, Gazit-Globe will deliver to the Lien Bank, within fourteen (14) days after the execution thereof, a certified copy of such Pledge Agreement or supplement, together with a notarized translation thereof into the Security Hebrew language and its prescribed particulars, as required under Applicable Law, duly executed by Gazit-Globe, so as to enable the registration and the filing, thereof with the Israeli Registrar of Companies no later than as required by law. All taxes, fees and other charges relating to such filings, recordings, registration and other actions were paid in full on or prior to the Amendment Closing Date (or, in the case of any supplements to a Pledge Agreement including all Hedge or Pledge Agreements and Hedge Transactions to be 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 after the Loan Papers Amendment Closing Date, prior 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 execution of such collateral shall not constitute in any way a waiversupplement or Pledge Agreement), remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderpromptly thereafter.

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 Xxxxxx 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, 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 0000000000 (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. (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. 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 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 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.X. Xxxxxxx & 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 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 Xxxxxx 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 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. 4.1 As general and continuing collateral security for the due payment of the Principal Sum, interest and all other monies payable hereunder or from time to time secured hereby and as security for the performance and observance of the covenants and agreements on the part of the Debtor herein contained, the Debtor, hereby grants, assigns, mortgages and charges to and in favour of the Agent, for and on behalf of the Lenders, as and by way of (a) On a floating charge over all of the Debtor's present and after after-acquired real property wherever situate, and (b) a security interest in and to all of the Effective DateDebtor's present and after-acquired personal property (both tangible and intangible) of every nature and kind and wherever situate and all proceeds thereof in the form of "goods", "chattel paper", "investment property", "documents of title", "instruments", "money" or "intangibles" (as each such term is defined in the Personal Property Security Act (Alberta)). In this Debenture, the Obligations shall be secured by first mortgages, charges and prior Liens covering security interests hereby constituted are referred to as the "Security Interest" and encumbering (i) one hundred percent (100%the subject matter of the Security Interest is referred to as the "Collateral". 4.2 Without limiting its rights hereunder to crystallize the Security Interest in any other manner, the Agent may, subject to Section 4.4(b) of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit PartyAgreement, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than crystallize the Required Reserve Value Security Interest in respect of all Proved Mineral Interests owned or a portion of the Collateral by Borrower and its Restricted Subsidiaries (a) giving notice to the Debtor of, and (iiib) substantially all registering this Debenture or a caveat, security notice, financing statement or other instrument in respect of the this Debenture, at any public registry or 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, office maintained for the ratable benefit purposes of each Bankregistering fixed and specific mortgages and charges, security interests and other like interests, and after such crystallization, the Security Agreement Interest in respect of such Collateral that is the subject of the registration shall constitute a fixed and Mortgages specific mortgage and charge and security interest to and 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 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, in respect of such Collateral, and the Debtor shall not thereafter dispose of or otherwise deal with such Collateral without the consent of the Agent. The Debtor shall execute such further documents and do all acts reasonably requested by the Agent 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 give effect to the Loan Papersforegoing. (b) On 4.3 The Agent and the Lenders acknowledge and agree that the rights and remedies of the Agent and the Lenders under this Debenture shall in all cases be limited to the Security Interest created hereby against the Collateral. 4.4 Until the Security Interest becomes enforceable, the Debtor, subject to the terms of the other Documents, may dispose of or before each Determination Date after deal with the Effective DateCollateral in the ordinary course of its business and for the purpose of carrying on the same, so that purchasers thereof or parties dealing with the Debtor take title thereto free and clear of the Security Interest. In the event of any such disposition in the ordinary course of business, the Agent will, at the written request of the Debtor which will include a certificate of the Debtor stating that such other times as Administrative Collateral is being dealt with or disposed of in accordance with this Section 4.4, at the cost of the Debtor release its Security Interest over the Collateral which has been disposed. 4.5 The Security Interest will not extend or apply to the last day of the term of any lease of real property or agreement therefor, but upon the enforcement of the Security Interest, the Debtor will stand possessed of such last day in trust to assign the same at the direction of the Agent or Required Banks shall reasonably requestto any Person acquiring such term. 4.6 The Debtor confirms that value has been given, Borrower shall, that the Debtor has rights in the Collateral and shall cause its Restricted Subsidiaries to, deliver to Administrative that the Debtor and the Agent, for and on behalf of the ratable benefit Lenders, have not agreed to postpone the time for attachment of each Bankthe Security Interest to any of the Collateral. In respect of Collateral which is acquired after the date of execution hereof, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and the time for attachment will be the time when the Debtor acquires 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 InterestsCollateral. 4.7 The Agent, on behalf of the Lenders, is the party entitled to receive all amounts payable hereunder and to give a discharge hereof. 4.8 The Security Interest does not and will not extend to, and the Collateral will not include, any agreement, right, franchise, licence or permit (cthe "Contractual Rights") Borrower will at all times cause to which the other material tangible and intangible personal property Debtor is a party or of Borrower and each Restricted Subsidiary (which the Debtor has the benefit, to the extent purported to be subject to that the Security Agreement) to be subject to the Lien creation of the Security Agreement including all Hedge Agreements Interest would constitute a breach of the terms of or permit any person to terminate the Contractual Rights, but the Debtor will hold its interest therein in trust for the Agent on behalf of the Lenders and Hedge Transactions entered into by Borrower and each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiarywill assign such Contractual Rights to the Agent forthwith upon obtaining the consent of the other party or parties thereto. (d) 4.9 Notwithstanding any provision in any the provisions of the Loan Papers to the contrarythis Debenture, 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 Debtor shall remain liable to perform all of its duties and obligations in regard to the Collateral (including, without limitation, all lands of its duties and Hydrocarbons situated obligations arising under any such Building leases, licenses, permits, reservations, contracts, agreements, instruments, contractual rights and governmental orders, authorizations, licenses and permits now or Manufactured (Mobilehereafter pertaining thereto) Home shall be included in to the Mortgaged Property and shall be encumbered by the Security Instruments and same extent as if this Debenture had not been executed; (ii) Borrower shall not, and shall not permit the exercise by the Agent of 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 or in regard to this Debenture shall not release the control agreementsDebtor from such duties and obligations; and (iii) the Agent shall have no liability for such duties and obligations or be accountable for any reason to the Debtor by reason only of the execution and delivery of this Debenture. 4.10 The Agent and its successors and assigns shall have and hold the Collateral, powers together with all tenements, hereditaments and appurtenances thereto, in accordance with the terms of attorney and other rights and remedies the Documents. 4.11 To the extent permitted by applicable Laws, the Security Interest shall not be impaired by any indulgence, moratorium or release which may be granted including, but not limited to, any renewal, extension or modification which may be granted with respect to collect any secured indebtedness, or control any surrender, compromise, release, renewal, extension, exchange or substitution which may be granted in respect of the Collateral, or any part thereof or any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any of the collateral subject to Principal Sum. 4.12 The Debtor agrees and acknowledges that the Security Instruments, provided Interest and the Collateral are being shared between the Lenders in accordance with the terms of this Debenture and the other Documents and that such forbearance this Debenture is being held by Administrative the Agent in not exercising for its rights own benefit and remedies under on behalf of 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 thereunderLenders.

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. (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 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 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 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 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. (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 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 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 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 Xxxxxx River Energy Inc. or Xxxxxx 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 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 (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 Xxxxxxx 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 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 Xxxx XxXxxxxx; 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 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 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. (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 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. 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 indemnity obligations which survive for which the Effective DateBorrower has not received a notice of claim and with respect to any Letter of Credit Obligations, such obligations that have been cash collateralized on terms and in amounts reasonably acceptable to the applicable Issuing Lenders or other arrangements have been made that are satisfactory to the applicable Issuing Lenders), and termination in full of the Revolving Commitments, the Obligations Administrative Agent shall be secured by first have an Acceptable Security Interest in the applicable Collateral, as required below, subject to any permitted releases pursuant to the terms of this Agreement or the Security Documents and prior Liens covering to the grace periods set forth in Section 5.8 below and encumbering (i) one hundred percent (100%) Schedule 5.8 with respect to newly created or acquired Subsidiaries or Unrestricted Subsidiaries designated as Restricted Subsidiaries, to secure the performance and payment 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 Obligations as set forth in the Security Instruments), except that, in each case, Permitted Encumbrances may existDocuments. 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, The Borrower shall, and shall cause its each Restricted Subsidiaries toSubsidiary to take such actions, deliver including execution and delivery of any Security Documents necessary to Administrative Agentcreate, for perfect and maintain an Acceptable Security Interest in favor of the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent in the following Properties, whether now owned or hereafter acquired: (a) all Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) 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 a Wholly-Owned Domestic Restricted Subsidiary or the Borrower; (b) 66% of the outstanding Voting Securities issued by any First Tier Foreign Subsidiary and 100% of the outstanding non-Voting Securities issued by any First Tier Foreign Subsidiary; and (c) all other Properties of the Credit Parties other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.7 or any other provisions of the Credit Documents, (i) neither the 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 nor any Domestic Subsidiary shall be required to grant Liens on Mineral Interests other any security interest in more 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 66% of the Security Agreement including all Hedge Agreements and Hedge Transactions entered into Voting Securities issued by any First Tier Foreign Subsidiary, (ii) neither the Borrower and each Restricted nor any Subsidiary and all shall be required to grant any security interest in Equity Interests owned by Borrower in any Foreign Subsidiary that is not a First Tier Foreign Subsidiary, and each Restricted Subsidiary. (diii) Notwithstanding any provision no Foreign Subsidiary or Unrestricted Subsidiary shall be required to grant an Acceptable Security Interest in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) its Properties 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 otherwise 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 bound by the Security Instruments and (ii) Borrower shall not, and shall not permit any requirements of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrancesthis Section 5.7. (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. (a1) On and after In each case subject to Permitted Exceptions, by the Effective Dateapplicable dates specified below, the Obligations Borrower 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 Borrower 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 Closing Date pursuant to Section 22.01; (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 January 16, 2014 or thereafter if such person became a Loan Party thereafter, and reaffirmed as of the Closing Date pursuant to Section 22.01, constituting a security interest in all personal property (or moveable property, as applicable) and assets of the Loan Parties (including all contract rights, executed) as Administrative Agent inventory, accounts, general intangibles, Equity Securities, deposit accounts, trademarks, trade names, other intellectual property, equipment and proceeds of the foregoing), which security interest shall deem necessary or appropriate be of first priority, subject, if and to grantthe extent applicable, 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(ato any Permitted Encumbrances (each being a “Security Agreement”). Borrower hereby authorizes Administrative Agent, and its agentssubject to the grace periods specified in each Security Agreement and in connection with deposit accounts, successors Section 6.01(15)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; and assigns(c) within 60 days following (x) the Closing Date or (y) the acquisition of any Material Owned Real Property, debentures, mortgages, deeds of trust or deeds 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 secure debt (or continue perfection of) the Liens granted pursuant to the Loan Papers. (b) On or before each Determination Date after the Effective Dateimmoveable hypothec, 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 constituting a charge on such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements real property (each duly authorized andor immoveable property, as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect of the Liens required by Section 5.1(a) above with respect to Proved Mineral Interests then held by Borrower and such Restricted Subsidiaries Loan Parties (as applicable) determined by the Administrative Agent), which are not the subject of existing charge shall be a first ranking and priorexclusive charge, perfected Liens securing the Obligations as required by Section 5.1(a). Borrower subject, if 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 applicable, 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 any Permitted Encumbrances (each Restricted Subsidiary and all Equity Interests owned by Borrower and each Restricted Subsidiarybeing a “Debenture”). (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 Date, the Obligations shall be secured by first timely payment 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 performance of all Proved Mineral Interests owned by Borrower Obligations, SEI shall, and its Restricted Subsidiaries and (iii) substantially shall cause all of the other material personal property assets of the Credit Parties (subject to certain exceptions as set forth in the Security Instruments)to, except that, in each case, Permitted Encumbrances may exist. On on or before the Effective Closing Date, Borrower shall deliver, do or cause to be delivereddone all things necessary in the opinion of the Administrative Agent and the Collateral Agent, and their counsel, to grant to the Collateral Agent or the Administrative Agent, as applicable, for the ratable benefit of each Bankthe Collateral Agent, the Security Administrative Agent and the Lenders a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer other than Permitted Liens and subject to Section 9.20. Without limiting the foregoing, SEI and each Subsidiary having rights in any Subsidiary Securities shall on the Closing Date deliver to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent, (A) a Pledge Agreement which shall pledge to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and Mortgages the Lenders (and, to the extent a pari passu or subordinated pledge is required by the Public Indenture, the Retained Noteholders and, so long as the Cash Management Facility Provider is a Lender, the Cash Management Facility Provider with respect to the Cash Management Facility) (i) 65% of the Voting Securities of each Direct Foreign Subsidiary (or if SEI and its Subsidiaries shall own less than 65%, then all of the Voting Securities owned by them) and 100% of the other Subsidiary Securities of such Direct Foreign Subsidiary, and (ii) except with respect to those Subsidiaries set forth in Schedule 5.1, all of the Subsidiary Securities of all Domestic Subsidiaries and all Excluded Subsidiaries that have not been continued in a jurisdiction outside the United States, (B) if such Subsidiary Securities 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, (C) if such Subsidiary Securities do not constitute securities and the Subsidiary has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement (containing the provisions described in Section 9.19(e)) from the Registrar of such Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the Lien in favor of the Collateral Agent on such Subsidiary Securities, each in form and substance acceptable to Administrative Agent the Collateral Agent, and duly executed by shall take such Credit Party, together with further action and deliver or cause to be delivered 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 further documents as required by the Security Instruments or otherwise as the Collateral Agent may request to effect the transactions contemplated 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 Article V. SEI shall reasonably request, Borrower shallpledge, and shall cause its Restricted Subsidiaries toeach applicable Subsidiary to pledge, 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 Collateral Agent for the benefit of the Secured Parties Collateral Agent, the Administrative Agent and the Lenders (and, to the extent a pari passu or subordinated pledge is required by the Public Indenture, the Retained Noteholders and, so long as the Cash Management Facility Provider is a Lender, the Cash Management Facility Provider with respect to the Cash Management Facility) (and as appropriate to reaffirm its prior pledge of) all of the Hydrocarbon production, products Pledged Interests of any Domestic Subsidiary and proceeds accruing each Direct Foreign Subsidiary acquired or created after the Closing Date (including any Subsidiary becoming a Domestic Subsidiary or Direct Foreign Subsidiary) and to deliver to the property covered thereby Collateral Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 9.19 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 . To 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 extent any of the collateral subject Subsidiaries set forth in Schedule 5.1 shall at any time prior to the Security InstrumentsFacility Termination Date be capable of being pledged, provided that such forbearance by Administrative Agent in not exercising its rights SEI will, and remedies under will cause all applicable Subsidiaries to, deliver a Pledge Agreement or a Pledge Agreement Supplement, as the control agreementscase may be, powers of attorney and other rights and remedies to collect or control any pledging the Subsidiary Securities 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. (a) On In order to secure the Obligations of the Company under this Indenture and after the Effective DateNotes, the Company will execute and deliver to the Collateral Agent 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 Collateral Agent 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 4.11 or before (ii) the Company or any Guarantor acquires any material property that is not automatically subject to a perfected security interest under the Security Documents, the Company or Guarantor shall notify the Collateral Agent thereof and, in each Determination Date after case at the Effective Datesole cost and expense of the Company 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 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 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. Any security interest provided pursuant to this Section 11.01(b) shall be accompanied with such Opinions of Counsel to the Company as customarily given by Company’s 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 and substantially consistent with that provided to Administrative the lenders under the Credit Agreements. In addition, the Company shall deliver an Officers’ Certificate to 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 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) 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 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 Company 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 Company 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 Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering (i) one hundred percent (100%) all of the issued and outstanding Equity Interests owned by Parent of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved Mineral Interests owned by Borrower Parent 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 issued and outstanding Equity owned by each First Tier Subsidiary 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 Subsidiary of any such First Tier Subsidiary. On or before prior to the Effective Closing Date, Borrower Parent shall deliver, or cause to be delivered, deliver to Administrative AgentAgent the Parent Pledge Agreement, for the ratable benefit of and each BankFirst Tier Subsidiary shall deliver to Administrative Agent a Subsidiary Pledge Agreement, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by Parent and each such Credit PartyFirst Tier Subsidiary, respectively, together with (i) all certificates (or other evidence acceptable to Administrative Agent) evidencing the issued and outstanding Equity of all such other assignmentsSubsidiaries of every class which shall be duly evidenced or accompanied by stock powers executed in blank (as applicable), conveyances, amendments, agreements and other writings, including (ii) such 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 Equity required by this Section 5.1(a6.1(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 the date of the creation or before each Determination Date after acquisition by Parent of any Subsidiary, or on the Effective Datedate of creation or acquisition by any First Tier Subsidiary of any Subsidiary, Parent or such First Tier Subsidiary (as applicable) 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 in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries 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 any such other assignmentsSubsidiary of every class which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), conveyances, amendments, agreements and other writings, including (ii) such 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 outstanding Equity of each 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. (i) The Credit Document Obligations of AirTran shall be secured in accordance with the provisions of the Security Documents, by a first priority perfected security interest in (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 Collateral (as defined in the applicable Flood Insurance RegulationsSecurity Agreement), (b) or Manufactured (Mobile) Home the rights of AirTran under the Purchase Agreement (as defined in the applicable Flood Insurance RegulationsPurchase Agreement Security Agreement), (c) owned by any the Additional Collateral, and (d) all other Property in which the Lender (or an Affiliate thereof) or the Security Trustee may be granted a security interest to secure the Credit Party included Document Obligations of AirTran (collectively, the “Collateral”). (ii) Not less than once during each calendar quarter, AirTran shall provide to the Lender a list consisting of all tangible Property constituting the Collateral and, in the Mortgaged Property and no Building case of Collateral consisting of Spare Parts, Inventory or Manufactured Equipment (Mobileas each such term is defined in the Security Agreement), the location or locations of such Collateral. Not less than once each calendar quarter or upon Lender’s reasonable request at any time if a Specified Default is continuing, AirTran shall provide to Lender evidence of the aggregate value of the Collateral established in accordance with the Valuation Requirements. (iii) Home The aggregate value of all Collateral shall at all times be encumbered by at least equal to the Total Exposure. In the event that, at any Security Instrument; providedtime, that the aggregate value of the Collateral is determined to be less than the Total Exposure, AirTran shall within five (5) Banking Days (i) repay the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any aggregate outstanding Revolving Loans to the extent required to eliminate such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments shortfall and (ii) Borrower if any such shortfall remains after repayment in full of the aggregate outstanding Revolving Loans, (A) grant to Security Trustee a security interest in additional Property and provide to the Lender the valuation thereof in accordance with the Valuation Requirements or (B) take such steps as are necessary to reduce the L/C Exposure to the amount of such valuation. Any repayment pursuant to this Section 2.03(e)(iii) shall notbe applied to the outstanding principal amount of the Revolving Loans in inverse order of maturity. Notwithstanding any provision of any Credit Document to the contrary, the value of any item of Collateral and the aggregate value of all Collateral for purposes of Section 2.03(d), this Section 2.03(e), Section 3.03(j) and any other provision of any Credit Document requiring a valuation of the Collateral shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned be established by them except Permitted EncumbrancesAirTran in accordance with the Valuation Requirements. (eiv) Notwithstanding thatPrior to any change in the pool of Property constituting the Collateral as a result of a sale, transfer or disposition of any such Property as permitted by this Agreement or any other Credit Document, upon the Lender’s request, AirTran shall provide promptly to the Lender, in accordance with the Valuation Requirements, a valuation of the pool of Property constituting the Collateral after taking into account any such proposed change. In the event the value of the Collateral in such pool is determined to be less than the Total Exposure, AirTran shall, prior to such change, (i) repay the aggregate outstanding Revolving Loans to the extent required to eliminate such shortfall and (ii) if any such shortfall remains after repayment in full of the aggregate outstanding Revolving Loans, (A) grant to Security Trustee a security interest in additional Property and provide to the Lender the valuation thereof in accordance with the Valuation Requirements or (B) take such steps as are necessary to reduce the L/C Exposure to the amount of such valuation. Any repayment pursuant to this Section 2.03(e)(iv) shall be applied to the outstanding principal amount of the Revolving Loans in inverse order of maturity. (v) Without limiting Section 2.03(e)(iii), AirTran may, with the prior written consent of the Lender (not to be unreasonably withheld, delayed or conditioned), sell, transfer or otherwise dispose of any of the Property constituting the Collateral; provided no such consent shall be required and the provisions of Section 2.03(e)(iv) requiring AirTran to provide to the Lender a valuation shall not apply to the extent any such sale, transfer or other disposition that is in respect of the Collateral consisting of Inventory or Equipment is made in the ordinary course of business or is an isolated sale, transfer or disposition which is immaterial in terms of the various Security Instrumentsaggregate value of the Collateral. Following any such sale, disposition or transfer, any such Property shall no longer be deemed to be “Collateral” for all purposes of this Agreement and the other Credit Parties are Documents and will shall be assigning released from the Lien of the applicable Credit Documents pursuant to Administrative Agent the terms thereof. (vi) [intentionally omitted]. (vii) If at any time AirTran obtains a release of all of the Letters of Credit issued for the benefit of Processors, terminates the Secured Parties Letter of Credit Subfacility, repays all Revolving Loans, with interest thereon, terminates the Revolving Loan Subfacility and satisfies in full all Credit Document Obligations, all Property then constituting the Collateral shall no longer be deemed to be “Collateral” for all purposes of this Agreement and the other Credit Documents and shall be released from the Lien of the Hydrocarbon production, products and proceeds accruing applicable Credit Documents 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 thereof.” 2.12 Section 3.03(j) of the Security Instruments, so long Existing Reimbursement Agreement is hereby amended and restated in its entirety 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.follows:

Security. (a) On and after or prior to the Effective Issue Date, (i) the Obligations Notes shall be secured by first and prior first-priority Liens covering and encumbering (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each on all its existing and future Domestic Subsidiary fixed assets which constitute telecommunication network, comprised of Borrower that are switches, fiber optic and copper networks, radio and electronic equipment, computers and engineering equipment, transportation equipment and office furniture, as set forth on its consolidated balance sheet under “Telephone Network Systems and Equipment”, in each case owned by a Credit Partythe Company or any Restricted Subsidiary on the Issue Date or acquired by the Company or any Restricted Subsidiary after the Issue Date and all proceeds in respect of any of the foregoing (collectively, and together with any assets that may be pledged from time to time, the “Collateral”) to secure the performance of the obligations of the Company and the Guarantors to the Holders, the Trustee and the Collateral Agent under the Notes, the Note Guarantees, the Collateral Documents and this Indenture, according to the terms hereunder or thereunder (including the obligations of the Guarantors under Article XI hereof), 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 Company 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 Collateral Agent for the benefit of the Secured Parties Holders shall have executed the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement and implemented such agreements in full with respect to all Intercompany Indebtedness. (b) Each Holder, by its acceptance of a Note, consents and agrees to all of the Hydrocarbon productionterms of the Collateral Documents (including, products without limitation, the provisions providing for the foreclosure, exercise of remedies and proceeds accruing release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents and to perform or cause to be performed obligations and exercise rights thereunder in accordance therewith. (c) Each of the Company and the Guarantors shall use its reasonable best efforts to do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the property covered thereby Collateral Agent and are the Trustee the first-priority Liens upon the Collateral contemplated hereby and will be providing to Administrative Agent various control agreements, powers of attorney and other rights to exercise control over such collateral any Collateral Documents or any other collateral covered by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Security InstrumentsObligations secured hereby, so long according to the intent and purposes herein expressed. Each of the Company and the Guarantors shall (i) enter into the Collateral Documents, (ii) within ten Business Days of the Issue Date, take all necessary steps to duly file the Collateral Documents for registration in each relevant public registry in Mexico and promptly deliver to the Trustee and the Collateral Agent a copy of the original record of registration (cxxxxxxxxx de inscripción) issued by the Mexican notary public, and (iii) take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as no Event security for the Obligations of Default has occurred the Issuer 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 Guarantors under the control agreementsNotes, powers of attorney the Note Guarantees, the Collateral Documents and other rights hereunder, a valid and remedies to collect or control any enforceable perfected Lien in and on all of the collateral Collateral, in favor of the Collateral Agent for the ratable benefit of the Holders, first in priority to any and all Liens at any time granted upon the Collateral, in each case, no later than 45 Business Days after the Issue Date and deliver to the Trustee and the Collateral Agent a copy of the notarial instrument evidencing the registration of such Liens in each relevant public registry in Mexico. Each of the Trustee, the Company and the Guarantors hereby acknowledge and agree that the Collateral Agent shall hold the Collateral for the ratable benefit of the Holders and the Trustee pursuant and subject to the Security Instruments, provided that such forbearance by Administrative terms of the Collateral Documents. The Company and each Guarantor shall (A) deliver to the Trustee and the Collateral Agent in not exercising its rights and remedies copies of all documents required under the control agreementsCollateral Documents to assure and confirm to the Trustee and the Collateral Agent that the security interests created in respect of the Collateral (or any part thereof) under the Collateral Documents constitute security for the Indenture and the Notes as contemplated in this Indenture, powers and (B) perform or cause their respective Subsidiaries to perform all such actions as may be required by the provisions of attorney the Collateral Documents. Neither the Collateral Agent nor the Trustee shall be responsible for and other rights and remedies neither of them make any representation as to collect the existence, genuineness, value or control any of such collateral shall not constitute in any way a waiver, remission or release protection of any of its rights Collateral, or remedies under the Security Instruments legality, effectiveness or a release sufficiency of any Lien granted thereunderCollateral Document, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Notes. For the avoidance of doubt, nothing herein shall require the Collateral Agent or the Trustee to file financing statements or continuation statements or local filings required by Mexican law or be responsible for perfecting or maintaining the perfection of security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Collateral Document) and such responsibility shall be solely that of the Company.

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 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 (including the Lehigh Companies) 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, to the extent not previously delivered in connection with the Existing Agreement in the Administrative Agent's reasonable judgment, on the Closing Date the Borrower shall deliver, and shall cause each Guarantor (including the Lehigh Companies on and after the date of the Hydrocarbon productionconsummation of the Lehigh 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 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 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 InstrumentsAgreement (or Security Joinder Agreement) and the IP Security Agreement (or IP Security Joinder Agreement), so long (c) Uniform Commercial Code financing statements in form, substance and number as no Event requested by the Administrative Agent, reflecting the Lien in favor of Default has occurred the Secured Parties on the Pledged Interests and is continuing all other Collateral, (d) documents in form, substance and number as requested by the Credit Parties may continue to receive and collect all such proceeds and Administrative Agent will not exercise its rights for filing with the Federal Patent and remedies under Trademark Office, the control agreementsFederal Copyright Office, powers of attorney and or such other rights and remedies to collect or control any places as requested by the Administrative Agent, reflecting the Lien in favor of the collateral subject to Secured Parties in the Intellectual Property, and (e) Qualifying Control Agreements (as defined in the Security InstrumentsAgreement) as provided in the Security Agreement. In addition, provided that and without limiting the foregoing, the Borrower shall take and cause the Guarantors to take such forbearance further action, and deliver or cause to be delivered such 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 otherwise as the Administrative Agent may reasonably request to effect the transactions contemplated by this Article IIA and each of any Lien granted thereunder.the

Security. (a1) On and after In each case subject to Permitted Exceptions, by the Effective Dateapplicable dates specified below, the Obligations Borrower 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 Borrower 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 Closing Date pursuant to Section 22.01; (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 January 16, 2014 or thereafter if such person became a Loan Party thereafter, and reaffirmed as of the Closing Date pursuant to Section 22.01, 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 6.01(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 (x) the Closing Date or (y) 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 Effective Credit Documents have been prepared on the basis of Law in effect on the Closing Date, and at such other times as Administrative Agent or Required Banks shall reasonably request, Borrower shallthat changes to Law 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.

Security. (a) On As security for the full and after the Effective Datetimely payment and performance of all Obligations, 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 Parties (subject to certain exceptions as set forth in the Security Instruments)to, except that, in each case, Permitted Encumbrances may exist. On on or before the Effective Closing Date, Borrower shall deliver, do or cause to be delivered, done all things necessary in the opinion of the Agent and its counsel to Administrative grant to the Agent for the benefit of the Agent and the Lenders a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer (other than matters appearing as exceptions on the Title Policies and acceptable to the Agent, Liens described in and permitted under Section 8.7 and Section 10.4 and restrictions on transfer imposed by applicable securities laws). Without limiting the foregoing, the Borrower and each Subsidiary having rights in any Subsidiary Securities shall on the Closing Date deliver to the Agent, in form and substance reasonably acceptable to the Agent, (A) a Pledge Agreement which shall pledge to the Agent for the ratable benefit of the Agent and the Lenders all of the Subsidiary Securities of each BankDomestic Subsidiary, (B) if such Subsidiary Securities are in the Security Agreement form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and Mortgages the Subsidiary has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement (containing the provisions described in Section 9.20) from the Registrar of such Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the Lien in favor of the Agent on such Subsidiary Securities, each in form and substance acceptable to Administrative Agent the Agent, and duly executed by shall take such Credit Party, together with further action and deliver or cause to be delivered 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 further documents as required by the Security Instruments or otherwise as the Agent may request to effect the transactions contemplated 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, Article V. The Borrower shall, and shall cause its Restricted Subsidiaries each Subsidiary 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 (pledge 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 Agent and the Lenders (and as appropriate to reaffirm its prior pledge of) all of the Hydrocarbon production, products Pledged Interests of any Domestic Subsidiary acquired or created after the Closing Date and proceeds accruing to deliver to the property covered thereby Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of section 9.20 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 Security Documents shall have been duly executed and after delivered by the Effective Date, respective parties thereto and there shall have been delivered to the Obligations shall be secured by first and prior Liens covering and encumbering Collateral Agent with respect to such Security Documents: (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 certificates representing 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 Pledged Securities (as defined in the Security Agreement), together with executed and undated stock powers and/or assignments in blank; (ii) instruments representing all intercompany Indebtedness that would be required to be evidenced by a demand promissory note if incurred after the Closing Date, together with executed and undated instruments of assignment in blank; (iii) certificate of insurance required pursuant to Section 5.3(b) of the Guarantee and Collateral Agreement; (iv) appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the UCC and applicable Flood Insurance Regulations) domestic or Manufactured (Mobile) Home (as defined local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the applicable Flood Insurance RegulationsCollateral Agent’s sole discretion, to grant to the Holders a perfected priority Lien on such Collateral superior to and prior to the rights of all third persons other than the holders of Permitted Liens; (v) owned by UCC, judgment and tax lien search reports listing all effective financing statements or comparable documents which name the Company or any Credit Party included Guarantor as debtor and which are filed in those jurisdictions in which any of such Collateral is located and the jurisdictions in which the Company’s or any Guarantor’s principal place of business is located in the Mortgaged Property and no Building United States, together with copies of such existing financing statements, none of which shall encumber such Collateral covered or Manufactured (Mobile) Home shall intended or purported to 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 covered by the Security Instruments Documents other than Permitted Liens; (vi) evidence of the completion of all filings of each such Security Document, including with the United States Patent and (ii) Borrower shall notTrademark Office and the United States Copyright Office, and shall delivery, recordation and filing, if necessary, of such other security and other documents, including UCC-3 termination statements with respect to UCC filings that do not permit any constitute Permitted Liens, as may be necessary or, in the reasonable opinion of its Restricted Subsidiaries tothe Collateral Agent, permit desirable to exist any Lien on any Building perfect the Liens created, or Manufactured (Mobile) Home owned purported or intended to be created, by them except Permitted Encumbrances.such Security Documents; and (evii) Notwithstanding thatevidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interest 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 have been taken.

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 all Borrowing Base Properties, (ii) all of the issued and outstanding Equity Interests owned by Borrower of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit PartyBorrower, (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 issued and outstanding Equity owned by each Subsidiary of Borrower (other material personal property assets than Voyager) 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 Subsidiary thereof. 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) a Borrower Pledge Agreement together with (i) all certificates evidencing the Security issued and outstanding Equity owned by Borrower of each existing Subsidiary of Borrower of every class which shall be duly endorsed or accompanied by stock powers executed in blank, and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all of the issued and outstanding Equity owned by Borrower of each existing Subsidiary of Borrower, (B) a Subsidiary Pledge Agreement from each Subsidiary of Borrower (other than Voyager), as applicable, together with (i) all certificates evidencing the issued and outstanding Equity owned by each Subsidiary of Borrower of each existing Subsidiary thereof of every class which shall be duly endorsed or accompanied by stock powers executed in blank, and (ii) such UCC-1 financing statements as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all of the issued and outstanding Equity owned by each Subsidiary of Borrower of each existing Subsidiary thereof, and (C) the Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit PartyBorrower or its Subsidiaries (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, 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 its Subsidiaries (as applicable) required by this Section 5.1(a7.1(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 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 its Subsidiaries 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 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, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a7.1(a) above preceding with respect to Borrowing Base Properties acquired by -------------- Borrower and its Subsidiaries subsequent to the last date on which Borrower or any such Subsidiary was required to execute and deliver Mortgages pursuant to this Section 7.1(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 7.1, 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) 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, perfection and priority of the Liens created by such Mortgages and such other matters regarding such Mortgages and the Loan Papers as Administrative Agent shall reasonably request. (d) On the date of the creation or acquisition by Borrower of any Subsidiary, or on the date of creation or acquisition by any First Tier Subsidiary of any Subsidiary, Borrower or such First Tier 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 Subsidiaries Subsidiary of every class owned by Borrower or such First Tier 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 such UCC-1 financing statements as Administrative Agent shall notdeem necessary or appropriate to grant, evidence and shall not permit any perfect the Liens required by Section 7.1(a)(ii) in the issued and outstanding Equity of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbranceseach ------------------ such Subsidiary. (e) Notwithstanding thatthe forgoing set forth in clause (a) above, by Oil and Gas Hedge Transactions with any Bank or Affiliate thereof maturing after the terms of the various Security InstrumentsTermination Date shall, 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 at least five (5) days prior to the property covered thereby and are and will Termination Date, be providing secured in a manner satisfactory to Administrative Agent various control agreementseach such Bank or Affiliate, powers of attorney and other rights to exercise control over in such collateral Bank's 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 thereunderAffiliate's sole reasonable discretion.

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 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 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 Xxxxx 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 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 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. Subject to the limitations set forth below in this section and subject to the Intercreditor Agreement (as defined below) and the Certain Funds Provisions, the First-Lien Borrower Obligations and the First-Lien Guarantees will be secured by: (a) On a perfected second-priority security interest on the ABL Facility Collateral 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 a perfected first-priority security interest in 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 Notes Collateral (as defined in the applicable Flood Insurance RegulationsExisting Indenture) or Manufactured (Mobile) Home the “First-Lien Facility Collateral”), in each case subject to permitted liens, including in respect of the ABL Facility, and to exceptions and limitations consistent with the First-Lien Documentation Principles. Notwithstanding anything to the contrary, the Collateral shall exclude all Excluded Collateral (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in Existing Indenture). Notwithstanding anything to the Mortgaged Property contrary, the Borrower and no Building or Manufactured (Mobile) Home the Guarantors shall not be encumbered by any Security Instrument; providedrequired, that nor shall the First-Lien Administrative Agent be authorized, (i) to perfect the above-described pledges, security interests and mortgages by any means other than by (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings in the applicable Credit Party’s interests real estate records with respect to mortgaged properties or any fixtures relating to mortgaged properties, (B) filings in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included United States government offices with respect to intellectual property as expressly required in the Mortgaged Property First-Lien Documentation, (C) mortgages in respect of fee-owned real property with a fair market value in excess of an amount to be agreed, (D) subject to the Intercreditor Agreement, delivery to the First-Lien Administrative Agent (or the trustee under the Existing Senior Notes pursuant to the Intercreditor Agreement) (or to the ABL Administrative Agent under the ABL Facility on its behalf in the case of ABL Facility Collateral) to be held in its possession of all Collateral consisting of intercompany notes, stock certificates of the Borrower and shall be encumbered by its subsidiaries and instruments, in each case as expressly required in the Security Instruments and First-Lien Documentation, (ii) Borrower shall not, and shall to enter into any control agreement with respect to any deposit account or securities account that is not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured provided in connection with the ABL Facility (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 the ABL Facility is in effect) or (iii) to take any action (other than the actions listed in clause (i)(A) and (D) above) with respect to any assets located outside of Default has occurred the United States. All the above-described pledges, security interests and is continuing mortgages shall be created on terms to be set forth in the Credit Parties may continue First-Lien Documentation, and none of the Collateral shall be subject to receive and collect all such proceeds and Administrative Agent will not exercise its rights and remedies under other pledges, security interests or mortgages (except liens relating to the control agreementsABL Facility, powers of attorney the Existing Senior Notes, the Secured Backstop Notes, any other permitted liens and other rights exceptions and remedies baskets to collect or control any of be set forth in 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 granted thereunderDocumentation).

Security. (a) On and As a covenant of the Borrowers only, after the Effective Dateoccurrence of a Default under Section 8 or of any Event of Default, and within the Obligations shall be secured by first and prior Liens covering and encumbering time periods set forth herein, deliver to Agent (i) one hundred percent within seven (100%7) days after a Collateral Demand is made unless such Default or Event of Default is cured or waived prior to the issued expiration of such 7-day period, a first priority Mortgage for each Eligible Property then included in the Borrowing Base and outstanding Equity Interests for any other Property not then an Eligible Property, but which previously constituted an Eligible Property and in respect of each existing which Advances were made and future Domestic Subsidiary remain outstanding, executed and delivered by the Borrower identified as the fee simple owner of Borrower that are owned by a Credit Party, such property; (ii) Proved Mineral Interests owned by Borrower within seven (7) days after a Collateral Demand is made, any documents (including, without limitation, financing statements, amendments to financing statements and its Restricted Subsidiaries that constitute not less than assignments of financing statements) required to be filed in connection with a Collateral Documents and in all jurisdictions necessary to create, in favor of the Required Reserve Value Agent (for and on behalf of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and the Lenders), a perfected security interest in the Collateral thereunder, in a proper form for filing in each such jurisdiction; (iii) substantially all within seven (7) days after a Collateral Demand is made, evidence of the property and liability insurance covering each Eligible Property and each other material personal property assets of the Credit Parties Property described in clause (subject to certain exceptions as set forth in the Security Instruments)i) 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 showing Agent, for the ratable benefit of the Lenders, as mortgagee and additional insured respectively and under which Agent will be provided thirty (30) days notice of cancellation or material modification of coverage; (iv) within fifteen (15) days after the Collateral Demand is made, an ALTA mortgage title insurance policy from a title insurance company satisfactory to the Agent and the Lenders, without standard exceptions, in an amount satisfactory to the Agent and the Lenders, insuring the Agent’s Mortgage to be a first lien on the subject property, subject only to those exceptions acceptable to the Agent and the Lenders, and which shall include zoning compliance, usury, access, survey, comprehensive, and any other endorsements required by the Agent and the Lenders; (v) within thirty (30) days after the Collateral Demand is made, subordination agreements and estoppel certificates from each Bank, the Security Agreement and Mortgages tenant of a Property in form and substance acceptable to Administrative the Agent and duly executed the Lenders for each Property; and (vi) upon request 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 agentswithin seven (7) days after the Collateral Demand is made, successors and assigns, updated information with respect to file any and all necessary financing statements under of 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 items previously delivered pursuant to the Loan PapersSection 5.4 hereof. (b) On or before After a Collateral Demand has been made, the Co-Borrowers will be required to deliver, with respect to any Property that such Co-Borrower requests for inclusion in the Borrowing Base, the items required pursuant to Section 4.1 and clause (a) above, in each Determination Date after case in accordance with the Effective Dateprocedures set forth therein, 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 writingssupporting documentation, including UCC-1 financing statements (each duly authorized andwithout limitation authority items, certificates and opinions of counsel, 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 the Agent 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 InterestsMajority Revolving Credit Lenders. (c) Borrower will at all times cause the other material tangible and intangible personal property of Borrower and each Restricted Subsidiary (With respect to the extent purported Borrowers only, take such actions as the Agent or the Majority Revolving Credit Lenders may from time to be subject time reasonably request following a Collateral Demand to the Security Agreement) establish and maintain first perfected security interests in and Liens on all of its Collateral established pursuant 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 Regulationsthis Section 7.15(a) 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; providedotherwise, 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 subject only 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 Liens 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 liens permitted 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 9.2 hereof.

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. (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. 8.1.1. security agreements from Borrower granting to Lender a security interest in all of the Goods, Equipment, Accounts, Inventory, Instruments, Documents, Chattel Paper, and General Intangibles of Borrower, whether now owned or hereafter acquired, and all proceeds thereof (a) On the "Borrower Personal Property Collateral"), subject only to Permitted Liens affecting such property (each such security agreement that Borrower executes and delivers to Lender, either on or after the Effective Execution Date, and as it may be amended, restated or replaced from time to time, a "Borrower Security Agreement"); 8.1.2. stock pledge agreements granting to Lender a lien and security interest in all of the Obligations shall capital stock and other Securities of every Subsidiary and Affiliate of Borrower, now or hereafter issued and outstanding, and all proceeds thereof (each such stock pledge agreement that Borrower or any Subsidiary or Affiliate of Borrower executes and delivers to Lender, either on or after the Execution Date, and as it may be secured amended, restated, or replaced from time to time, a "Stock Pledge Agreement"); 8.1.3. subordination agreements as required by first Lender, executed by Persons having any security interest in the assets of Borrower or any Covered Person, including, but not limited to, a subordination agreement executed by Resurgens Communications Group, Inc., with respect to its liens and prior Liens covering security interests under that certain agreement For The Provision of Billing and encumbering Collection Services By Resurgens Communications Group, Inc. To Phone Zone dated June 2, 1992, and that certain Agreement for Operator Services dated June 2, 1992 between Resurgens and Phone Zone, as the same may be amended, renewed, restated or otherwise modified (the "Resurgens Agreements") (each such subordination agreement that Borrower causes to be executed and delivered to Lender, either on or after the Execution Date, and as it may be amended, restated or replaced from time to time, a "Subordination Agreement"); 8.1.4. a collateral assignment of contracts (the "Assignment of Contracts") among Borrower, Phone Zone, Inc. and Lender, assigning to Lender (i) one hundred percent all of Borrower's rights and interest in the Equipment Lease Agreement and certain other contracts and (100%ii) all of Phone Zone, Inc.'s right, title and interest in the Resurgens Agreements. Lender may, in its sole discretion, (i) exchange, waive or release any of the issued and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit PartyCollateral, (ii) Proved Mineral Interests owned by Borrower apply Collateral and its Restricted Subsidiaries that constitute not less than direct the Required Reserve Value order or manner of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries sale thereof as Lender may determine, and (iii) substantially settle, compromise, collect or otherwise liquidate any Collateral in any manner, 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 without affecting the Loan Papers. (b) On Obligations or before each Determination Date after the Effective Date, and at such Lender's right to take any 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 action 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 thereunderCollateral.

Security. As security for the prompt and complete payment and performance of the Obligations when due, Med hereby delivers, pledges and grants a security interest to PIBL in all of Med's right, title and interest (awhether now owned and existing or hereafter arising or acquired) On in and after to the Effective Datefollowing (collectively, the Obligations shall be secured by first and prior Liens covering and encumbering "MED DEBENTURE COLLATERAL"): (i) one hundred percent (100%) of Med's right to receive, upon the issued terms 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 conditions set forth in the Security Instrumentsrelevant Sale and Subservicing Agreement(s), except that$20,000,000 of funds that are currently held in reserves, as identified on an itemized schedule attached as SCHEDULE 3(b)(i) to the Amendment Agreement and incorporated herein by this reference (Med's rights in such accounts, collectively, the "MED RESERVE ACCOUNT INTERESTS"), for the benefit of NCFE and its affiliates pursuant to the relevant Sale and Subservicing Agreement(s), with all distributions from the Med Reserve Account Interests on account of, or in relation to, the Med Reserve Account Interests being directed to the Med Collection Account to be used exclusively for payments on the Amended Debentures; (ii) all of the Med Eligible Accounts Receivable; provided, however, that PIBL's security interest therein is subject to and (A) subordinate to a security interest in favor of the financing source(s) for the purchase of the Transferred Debenture and (B) subordinate to a security interest in favor of NCFE or its affiliates as the purchaser(s) of accounts receivable in various financing transactions, which security interest collateralizes, among other things, a repurchase right for rejected receivables under the relevant documents for such financing arrangements; (iii) the Net Asset Sale Proceeds, all of which shall be deposited in the Med Collection Account; PROVIDED, HOWEVER, that nothing in the Amendment Agreement or in any other Modification Documents shall require Med or any of the Med Subsidiaries to consummate any Asset Sale, or to sell any equity securities or other assets for its own account or to cause or make any distribution to be made in connection with any such Asset Sale; and (iv) all other assets that are now or may in the future be acquired or otherwise held by Med on or after the date of this Agreement (including without limitation, all accounts, cash, chattel paper, contract rights, copyrights, deposit accounts, documents, documents of title, electronic chattel paper, equipment, fixtures, furnishings, franchises, general intangibles, goods, guarantees, intellectual property, inventory, instruments, investment property, letter of credit rights, licenses, merchandise, patents, payment intangibles, permits, supporting obligations, trade secrets, trademarks, tradenames, and cash or non-cash proceeds of any of the foregoing, 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 such terms are defined in or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests understood for the purposes 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 Code as necessary from time to time in effect in Nevada; PROVIDED that such security interest in the Med Debenture Collateral (in Administrative Agent’s discretionx) to perfect (shall not attach 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 otherwise apply with respect to Proved Mineral Interests then held by Borrower any Medicaid, Medicare, CHAMPUS and CHAMPVA receivables and (y) shall cease to attach or otherwise apply to any receivables that have been sold or otherwise transferred to any purchaser(s) under financing arrangements with NCFE or its affiliates, regardless of whether such Restricted Subsidiaries (as applicable) which transaction is deemed to be a sale or a secured financing. Terms used in the foregoing definition of Collateral, that are not otherwise defined herein, shall have 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 meanings provided in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (Uniform Commercial Code as defined in effect in the applicable Flood Insurance Regulations) owned by any Credit Party included State of Nevada, or 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 EncumbrancesAmendment Agreement. (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 Trustee shall have received (awith a copy for the Initial Purchaser) On on the Closing Date: (A) appropriately completed copies of Uniform Commercial Code financing statements naming each of The Majestic Star Casino II, Inc. (f/k/a Trump Indiana, Inc.), Buffington Harbor Parking Associates, XXX, Buffington Harbox Xxxxxxxxts, L.L.C. and after Capital II (collecxxxxxx, xxe "New Subsidiary Guarantors"), as a debtor and the Effective DateTrustee as the secured party, or other similar instruments or documents to be filed under the Obligations shall UCC of all jurisdictions as may be secured necessary or, in the reasonable opinion of the Trustee and its counsel, desirable to perfect the Security Interests of the Trustee pursuant to the Security Agreement; (B) proper instruments, if any, to be filed in the U.S. Patent and Trademark Office that may be deemed desirable in order to perfect the liens granted on trademarks, which liens have been created by first and prior the Security Documents; (C) appropriately completed copies of duly executed payoff letters, Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens covering and encumbering (i) one hundred percent (100%other than Permitted Liens) of the issued and outstanding Equity Interests New Subsidiary Guarantors in any collateral described in any security agreement previously granted by such Persons; (D) certified copies of each existing and future Domestic Subsidiary of Borrower that are owned Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a Credit Partyparty acceptable to the Trustee, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than dated a date reasonably near to 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 Closing Date, Borrower listing all effective financing statements which name any Issuers or any Subsidiary Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall delivercover any collateral described in any Security Document, or cause to be deliveredother than such financing statements that evidence Permitted Liens); (E) bailee letters and landlord waivers, to Administrative Agentif any, for the ratable benefit of each Bank, the Security Agreement and Mortgages in form and substance acceptable reasonably satisfactory to Administrative Agent and duly the Initial Purchasers, executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (the Issuers or the appropriate Majestic Entities for delivery to each duly authorized and, of the persons specified in the 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 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.holding Collateral; (bF) On or before each Determination Date after confirmation from the Effective Date, and at such other times as Administrative Original 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 RegulationsAmended Intercreditor Agreement) that it has received the original stock certificates of Trump Indiana, Inc. and Capital II pledged to the Secured Pxxxx pursuant to the Security Documents, together with undated stock powers or Manufactured endorsements duly executed in blank in connection therewith; (MobileG) Home such other approvals, opinions, or documents as the Trustee or the Initial Purchaser may reasonably request in form and substance reasonably satisfactory to the Trustee and the Initial Purchaser; and (as defined in H) the applicable Flood Insurance Regulations) owned by any Credit Party included in Trustee and its counsel and the Mortgaged Property Initial Purchaser and no Building or Manufactured (Mobile) Home its counsel shall be encumbered by any Security Instrument; provided, satisfied that (i) the applicable Credit Party’s interests in all lands Lien granted to the Trustee, for the benefit of itself and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included the Holders is of the priority described in the Mortgaged Property and shall be encumbered by the Security Instruments Offering Circular; and (ii) Borrower shall not, and shall not permit no Lien exists on any of its Restricted Subsidiaries to, permit to exist any the collateral described above other than the Lien on any Building or Manufactured (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms created in favor of the various Security InstrumentsTrustee, the Credit Parties are and will be assigning to Administrative Agent for the benefit of itself and the Secured Parties all of the Hydrocarbon productionHolders, products and proceeds accruing pursuant to the property covered thereby and are and will be providing to Administrative Agent various control agreementsSecurity Documents, 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 in each case 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 Liens.

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. (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 Xxxxxx Xxxxx 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.

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 14.6.1 The principal amount of the NCDs together with all interest due and after payable on the Effective DateNCDs, the Obligations thereof shall be secured by first way of a pari-passu charge on the identified loans and prior Liens covering advances and encumbering / or receivables arising out of outstanding financial assistance provided by the Issuer (i“Identified Receivables”) to an APSEZ Group Entity (“Secured Asset”) as more particularly described in the Security Documents and subject to compliance of Security Conditions, created in favour of the Debenture Trustee, such that a Security Cover Ratio of at least 110% (one hundred percent (100%and ten percent) 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 principal amounts of the other material personal property assets NCDs and interest thereon (“Security Cover Threshold”) is maintained at all times until the Final Settlement Date. The Security Interest so created in terms of Clause 14.6.1 shall be collectively referred to as “Security” 14.6.2 The Security Interest created/to be created as per Clause 14.6.1 above shall be a first ranking pari passu charge in favour of the Credit Parties Debenture Trustee (subject to certain exceptions as set forth acting for and on behalf of the Debenture Holders). 14.6.3 The Company shall within 30 (thirty) days from the date of creation of security, file Form No. CHG - 9 with the Registrar of Companies in accordance with Applicable Law in line with the Security Instruments)timeline specified under Section 77 of the Companies Act, 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 assignmentsfees as may be prescribed. The Company shall, conveyancesimmediately upon receipt of a signed copy of the certificate of registration of charge from the concerned Registrar of Companies, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent submit a copy of the same to the Debenture Trustee. The Issuer shall deem also assist in making necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and filings with 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 Central Registry pursuant to the Loan PapersSecuritisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. (b14.6.4 Further it is agreed and clarified that the Issuer is permitted to create a pari passu charge on or otherwise deal with the Secured Asset, in favor of any other person(s) 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 borrowings or 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 indebtedness 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, Issuer/ APSEZ Group so long as it continues to maintain the Security Cover Threshold and no Event of Default has occurred and is continuing subsisting, without the Credit Parties consent of, or intimation to, the Debenture Holders or the Debenture Trustee (as the case may be) in this connection. It is further clarified that the Secured Asset is permitted to be discharged / disposed off in part and/or in full in the ordinary course of business by way of receiving repayment/ consideration or otherwise against the Secured Asset, so long as the Security Cover Threshold is maintained. Such Security Cover Threshold shall be tested on the Security Cover Testing Date or as per any other timelines as may be stipulated under Applicable Law. 14.6.5 Further, the Issuer after creation of Security initially and during the tenure of the Debentures, shall be free to identify substitute/ replace/ supplement the Secured Asset with similar receivables from any other APSEZ Group Entity from time to time, and inform the Debenture Trustee with the details of such receivables, provided that, (i) the Security Cover Threshold is maintained; and (ii) Security Conditions are met and no Event of Default has occurred and is subsisting (“Replacement Security”). It is hereby clarified that the Identified Receivables being offered as supplemental, replacement, substituted receivables shall be from the receivables arising from outstanding financial assistance provided by the Issuer to any other APSEZ Group Entity and shall continue to receive and collect all comply with the Security Conditions. The Issuer shall, prior to offering such proceeds and Administrative Agent will Replacement Security, certify to the Debenture Trustee, by way of a compliance certificate (as in the form provided in the Schedule V (Compliance Certificate)) by its authorized officer that the Security Conditions are being complied. The Parties further agree that the Debenture Trustee shall not exercise its rights and remedies under be independently required to (either through consultation with Debenture Holders or otherwise) verify the control agreements, powers of attorney and other rights and remedies to collect or control any compliance of the collateral subject aforementioned conditions. 14.6.6 The Issuer and/or the Debenture Trustee (as applicable) shall undertake all necessary actions including issuing charge ceding / release letters, undertake filings with the RoC, CERSAI (if applicable) and such other authorities as may be required under applicable law for the pari passu sharing, replacement/ substitution/ supplementation/ release of the Secured Asset, so long as the Security Cover Threshold is maintained. 14.6.7 It is hereby clarified that for the purposes of Replacement of Security, the Identified Receivables being offered as supplemental, replacement, substituted receivables (“Replaced Receivables”) shall be from the receivables arising out of outstanding financial assistance provided by the Issuer to any other APSEZ Group Entity and shall continue to comply with the Security Conditions. 14.6.8 In case limb (b) of the definition of Security Conditions cannot be complied by the Issuer, within a period of 30 (thirty) days from the date of incurrence of the External Debt by the APSEZ Group Entity, the Issuer shall replace the Identified Receivables for the Debentures with Replacement Security, which meets the Security Conditions and immediately intimate the Debenture Trustee. 14.6.9 In the event the Identified Receivables are due from an APSEZ Group Entity, which due to reasons of absolute and indefinite regulatory or statutory embargo are no longer permitted to be repaid/ paid to the Security InstrumentsIssuer, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreementsIssuer shall within 30 (thirty) days, powers of attorney and other rights and remedies to collect or control any being made aware of such collateral shall not constitute in any way a waiverrestrictions, remission or release of any of its rights or remedies under the Security Instruments or a release of any Lien granted thereunderreplace such Identified Receivables.

Security. (a) On As security for the due and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) punctual payment 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 BankObligations, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit PartySeller Group Entities shall, 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 on 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 earlier 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 first advance under the Credit Party’s interests in all lands and Hydrocarbons situated under any such Building Agreement or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) Borrower shall not60 days from the date hereof, grant a continuing security interest and shall not permit any of its Restricted Subsidiaries to, permit a first-ranking Encumbrance (subject to exist any Lien on any Building or Manufactured (Mobilethe Intercreditor Agreements) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by the terms in favour of the various Security Instruments, the Credit Parties are and will be assigning to Administrative Collateral Agent (for the benefit of the Secured Parties Collateral Agent, the Purchasers’ Agent and the Purchasers) over all of the Hydrocarbon productionCollateral (subject only to Permitted Encumbrances), products and proceeds accruing in furtherance thereof shall deliver or cause to be delivered to the property covered thereby Collateral Agent, for the benefit of the Purchasers’, in form and are substance satisfactory to Purchasers’ counsel, acting reasonably: (a) a British Columbia law Guarantee of the Obligations from each Seller Group Entity organized under the laws of Canada or any Province or Territory thereof in favour of the Collateral Agent; (b) an Ecuadorian guarantee granted by Seller organized under the laws of Ecuador; (c) a general security agreement from each Seller Group Entity organized under the laws of Canada or any Province or Territory thereof or having any tangible assets located in Canada; (d) a Share Pledge Agreement from each Seller Group Entity which owns equity interests in any Seller Group Entity; (e) a shares’ guarantee mercantile trust agreement among LCH, the Ecuador Trustee and the Ecuador Collateral Agent in which the shares of Seller will be providing transferred to Administrative the mercantile trust; (f) a fiduciary agreement among OMF Fund IV SPV D LLC, as administrative agent under the Credit Agreement, the Purchasers’ Agent, the Copper Purchasers’ Agent various control agreementsand the Ecuador Collateral Agent; (g) an assignment of mining rights in guarantee granted by Seller in favour of the Ecuador Collateral Agent; (h) a Blocked Account Agreement in respect of each of the Seller Group Entities’ bank accounts located in Canada; (i) all share certificates, stock powers of attorney attorney, documentation, consents or authorizations necessary in order to make valid and effective the aforementioned agreements; and (j) such other rights security documents as the Purchasers’ Agent or the Collateral Agent may at any time reasonably request having for the purposes of granting, protecting or ensuring a first-ranking (subject only to exercise control over such collateral or any other collateral covered by any Permitted Encumbrances) perfected Encumbrance in favour of the Security InstrumentsPurchasers’ Agent, so long as no Event of Default has occurred and is continuing 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 benefit of the collateral subject to Purchasers, in 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 thereunderCollateral.

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 extent specified in the applicable documents relating to such security, the following security as of the 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 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 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 Initial Mortgaged Properties, the Secondary Mortgaged Properties and outstanding Equity Interests of each existing and future Domestic Subsidiary of Borrower that are owned by a Credit Party, (ii) Proved such other Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute not less than which are specified by Required Banks from time to time. Promptly following the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all Effective Date of the other material personal property assets First Amendment, and in all events not later than October 16, 1998 (in the case of the Credit Parties Initial Mortgaged Properties) and October 23, 1998 (subject to certain exceptions as set forth in the Security Instrumentscase of the Secondary Mortgaged Properties), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall execute and deliver and shall cause each of the Subsidiary Guarantors to execute and deliver, or cause to be delivered, to Administrative Agent, Agent for the ratable benefit of each Bank, the Security Agreement mortgages, deeds of trust, security agreements, assignments of production and Mortgages in form financing statements and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other documents, instruments, agreements, assignments, conveyances, amendments, agreements amendments and other writings, including including, without limitation, UCC-1 financing statements (each duly authorized and, as applicable, and executed) (the "Security Documents") as Administrative Agent shall deem necessary or appropriate all in form and substance acceptable to Agent to grant, evidence and perfect first and prior Liens in all Borrowing Base Initial Mortgaged 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 PapersSecondary Mortgaged Properties. (b) On or before each Determination Date after In addition to the Effective Date, and at such other times as Administrative Agent or Required Banks shall reasonably requestSecurity Documents required by Section 3A.2(a), Borrower shall, shall execute and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form such additional Security Documents granting, evidencing and substance acceptable perfecting the Liens required by Section 6.1(a) preceding with respect to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignmentsMineral Interests as Agent or Required Banks shall specify from time to time. (c) Any time Borrower is required to execute and deliver or cause its Subsidiaries to execute and deliver Security Documents to Agent pursuant to this Section 6.1, conveyances, amendments, agreements and other writings, including UCC-1 financing statements Borrower shall also deliver to Agent (each duly authorized and, i) such evidence of title as applicable, executed) as Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence verify Borrower's and perfect its Subsidiaries' title to 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 priorto such Security Document (including, 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 so requested by Agent, title opinions issued to be subject Agent by title attorneys acceptable 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 Agent in any of the Loan Papers to the contraryis sole discretion, 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 notopinions of counsel addressed to Agent and each Bank with respect to the 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 enforceability of the various Liens created by such Security Instruments, the Credit Parties are Documents and will be assigning to Administrative such other matters regarding such Security Documents as 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. (a) On and after In the Effective Date, event of the Obligations shall be secured by first and prior Liens covering and encumbering occurrence of any of (i) one hundred percent (100%) any downgrade of the issued and outstanding Equity Interests Debt Rating of each existing and future Domestic Subsidiary the Borrower by S&P to a Debt Rating below the Debt Rating of the Borrower that are owned by a Credit Partyon the Closing Date, (ii) Proved Mineral Interests owned a downgrade of the Debt Rating of the Borrower 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 Xxxxx’x below Baa3 or (iii) substantially all the failure of the other material personal property assets Borrower to issue and sell at least $350,000,000 of long-term debt securities during the Credit Parties period from April 27, 2008 until June 13, 2008, the Borrower shall promptly (subject A) take all such actions to certain exceptions attempt to obtain all necessary regulatory approvals and consents and (B) use all commercially reasonable efforts to procure from the lenders under the Borrower’s existing $400,000,000 credit agreement dated as set forth of August 17, 2005 (as amended) and under PNM Resources, Inc.’s revolving credit facility in effect on the Security Instruments)date hereof, except thatall consents, in each case, Permitted Encumbrances may exist. On or before required to allow 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 grant security interests 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 Property 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 a collateral agent 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 L/C Issuer and the Lenders and, after receipt of such approvals and consents, the Hydrocarbon productionBorrower shall promptly grant a first priority perfected security interest, 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 Instrumentspari passu liens granted or to be granted as provided pursuant to Section 8.5(s), in all of its Property (other than (i) the assets being disposed of pursuant to the Sale of the Gas Assets, (ii) the Borrower’s assets secured under the FMB Indenture, but only to the extent of Insured Series First Mortgage Bonds, (iii) the Borrower’s assets which would customarily be excluded from a conventional utility mortgage and (iv) other assets as to which the Administrative Agent and the Borrower reasonably determine that the cost of obtaining a security interest or perfection thereof are excessive in relation to the benefit to the Lenders and the L/C Issuer of the security afforded thereby) to the Administrative Agent or a collateral agent reasonably acceptable to the Administrative Agent for the benefit of the L/C Issuer and the Lenders, as security for any Borrower Obligations. (b) In connection with the foregoing, the Borrower agrees, and will cause each of its Subsidiaries to, (i) execute and deliver any and all further documents, financing statements, agreements and instruments, including the execution and delivery of any security agreements, mortgages, deeds of trusts or other security documents, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests to be created in connection with Section 7.11(a) and (ii) to the extent that any such Liens on any such Property are to be pari passu with the Liens granted or to be granted to any secured party, cause the holders of such secured obligations (or a representative thereof) to have entered into an intercreditor agreement acceptable to the Administrative Agent, on customary terms, provided that such forbearance by Administrative Agent in not exercising its rights and remedies under the control agreementsthat, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiverevent, remission any such intercreditor agreement shall provide that all L/C Obligations (including in respect of undrawn amount of Letters of Credit) shall be repaid or release Cash Collateralized, as applicable, from the proceeds of any of its rights or remedies under the Security Instruments or collateral on a release pro rata basis with any repayment of any Lien granted thereunderother outstanding amounts secured by such pari passu Liens (including the principal amount of any outstanding loans secured thereby).

Security. 11.1 As security for payment, observance and performance of the Borrower’s Indebtedness, the Borrower agrees to execute and deliver (and cause each Other Obligant to execute and deliver),inter alia, the following documents (collectively, the “Security Documents”) in a form and manner satisfactory to the Lender and the Lender’s solicitors: (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 a general security agreement from 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.Borrower; (b) On or before each Determination Date after an assignment of the Effective Date, license (the “License”) between Local Garden 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 Parking Corporation of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries Vancouver (as applicablethe “Licensor”) 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 priorpremises located at 000 Xxxxxxxx Xxxxxx, 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.Vancouver, BC; (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 an acknowledgement 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.assignment of the License from the Licensor; (d) Notwithstanding any provision an assignment/endorsement of insurance (including extended coverage endorsement) in any amounts and from an insurer acceptable to the Lender on all of the Loan Papers to present and future real and personal property of 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 InstrumentBorrower; 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.and (e) Notwithstanding thatsuch other security as the Lender may reasonably require from time to time. 11.2 Each Security Document is given as additional, concurrent and collateral security to the remainder of the Security Documents and will not operate to merge, novate or discharge the Borrower’s Indebtedness or any of the other Security Documents. The execution and delivery of each Security Document will not in any way suspend or affect the present or future rights and remedies of the Lender in respect of the Borrower’s Indebtedness, or the other Security Documents. No action or judgment taken by the terms Lender 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 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 Documents or with respect to the Borrower’s Indebtedness will affect the liability of Default has occurred the Borrower hereunder and is continuing nothing but the Credit Parties may continue actual payment in full by the Borrower to receive and collect all such proceeds and Administrative Agent the Lender of the Borrower’s Indebtedness will not exercise its rights and remedies under discharge the control agreements, powers of attorney and other rights and remedies to collect Borrower 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.

Security. (a) On Each Obligor must, and after the Effective Dateshall procure that each Subsidiary, 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 on acquiring any asset or establishing any account over which the Security InstrumentsAgent would not immediately and effectively have a perfected first priority security interest under the then existing Security Documents (except to extent priority is affected as a result of a Permitted Encumbrance), except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, or cause execute and deliver to be delivered, to Administrative Agent, for the ratable benefit of each Bank, the Security Agreement Agent such further or additional Security Documents in relation to such assets as the Majority Lenders may reasonably require and Mortgages in form and substance acceptable satisfactory to Administrative Agent them. (a) Each Obligor shall execute 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 deliver to the Loan PapersSecurity Agent such further or additional Security Documents in such form as the Majority Lenders shall require creating an effective perfected first priority Security Interest over the shares in any entity which becomes a member of the Group after the Closing Date. (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 Each 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 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 following an Event of Default, for facilitating the ratable benefit realization of each Bankall or any part of the assets which are subject to the Security Documents and the exercise of all powers, Mortgages authorities and discretions vested in form the Security Agent or in any receiver of all or any part of those assets, and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignmentsin particular shall execute all transfers, conveyances, amendmentsassignments and releases of that property whether to the Security Agent or to its nominees and give all notices, agreements orders and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative directions which the Security Agent shall may 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 Intereststhink expedient. (c) Borrower will at all times cause On each date that a Security Document is entered into after the other material tangible and intangible personal property Closing Date, each Obligor shall procure that the documents listed in Part 3 of Borrower and each Restricted Subsidiary Schedule 2 (Conditions Precedent Documents) in respect of the Obligor entering into such Security Document are delivered 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 SubsidiaryAgent. (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 production of such Borrowing Base Properties, and (100%ii) all of the issued and outstanding Equity Interests owned by Borrowers and each Subsidiary of each existing Subsidiary; provided that, notwithstanding anything to the contrary herein, so long as no Event of Default has occurred and future Domestic Subsidiary of Borrower that are owned by a Credit Partyis continuing, (ii) Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries that constitute Borrowers shall not less than be required to pledge the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries and (iii) substantially all Equity 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 existImmaterial Subsidiaries. On or before the Effective Closing Date, Borrower Borrowers shall deliver, or cause (1) deliver to be delivered, to Administrative Agent, for the ratable benefit of each BankLender, the Security Agreement and Mortgages in form and substance acceptable to Administrative Agent Lender and duly executed by such Credit PartyBorrowers and their Subsidiaries (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 Lender 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 Borrowers required by this Section 5.1(a). Each Borrower hereby authorizes Administrative AgentLender, 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 AgentLender’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan PapersDocuments. (b) On or before each Determination Redetermination Date after the Effective Date, Closing Date and at such other times as Administrative Agent Lender shall request or Required Banks as otherwise required hereunder, including, without limitation, pursuant to Section 4.5, each Borrower and its Subsidiaries (other than the Immaterial Subsidiaries) shall reasonably request, Borrower shall, execute and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each BankLender, Mortgages in form and substance acceptable to Administrative Agent Lender and duly executed by such 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 and UCC-3 financing statements (each duly authorized and, as applicable, and executed) as Administrative Agent Lender 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 any Borrower and its Subsidiaries subsequent to the last date on which any Borrower or any such 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 Lender. (c) At any time any Borrower or any of its Subsidiaries is required to execute and deliver Mortgages to Lender pursuant to this Section 5.1, such Borrower shall also deliver to Lender such opinions of counsel (including, if so requested, title opinions addressed to Lender) and other evidence as Lender shall deem necessary or appropriate to verify (i) such Borrower’s or such Subsidiary’s title to the Required Reserve Value of the Proved Mineral Interests then held that are subject to such Mortgages, (ii) the validity and perfection of the Liens created by such Mortgages, (iii) due execution and delivery of such Mortgages and the validity, binding effect and enforceability thereof, and (iv) such other matters regarding such Mortgages as Lender shall reasonably request. (d) To the extent required or contemplated by the terms of Section 5.1(a)(ii), Borrowers or any Subsidiary (as applicable) shall execute and deliver to Lender a Borrower Pledge Agreement or a Subsidiary Pledge Agreement (as applicable) together with (i) all certificates (or other evidence acceptable to Lender) evidencing the issued and outstanding Equity of any such Restricted Subsidiaries Subsidiary of every class owned by any Borrower 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) such UCC-1 and UCC-3 financing statements as Lender 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 such Subsidiary. At the time of delivery of the foregoing, such Borrower shall notalso deliver to Lender such opinions of counsel and other evidence as Lender shall deem necessary or appropriate to verify (i) such Borrower’s or the Subsidiary’s title to the Equity that is subject to such pledge agreements, (ii) the perfection of the Liens created by such pledge agreements, (iii) due execution and delivery of such pledge agreements and the validity, binding effect and enforceability thereof, and (iv) such other matters regarding such pledge agreements and financing statements as Lender 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 Encumbrancesreasonably request. (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 due and after the Effective Date, the Obligations shall be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) punctual payment 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 Obligations, the Borrower shall, on or prior to the date of the Credit Parties (subject to certain exceptions as set forth in advance of the Security Instruments)Loan, except that, in each case, Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver, deliver or cause to be delivered, delivered to Administrative Agent, for and in favour of the ratable benefit of each Bank, the Security Agreement Lender and Mortgages in form and substance acceptable satisfactory to Administrative the Lender and its counsel: 5.1.1 an intercreditor agreement between the Lender, the Collateral Agent and duly executed by such Credit PartyThe Bank of Nova Scotia (“Intercreditor Agreement”) and a collateral agency agreement between the Lender and The Bank of Nova Scotia, together with such other assignmentseach in form and substance satisfactory to the Lender, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent pursuant to which the Lender shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests have the benefit of Borrower the following existing security documents that currently secure the Existing Senior Secured Notes and the other Credit Parties as required by this Section 5.1(a). Borrower hereby authorizes Administrative Agentindebtedness, liabilities and its agents, successors and assigns, to file any and all necessary financing statements obligations under the Uniform Commercial Code, assignments and/or continuation statements BNS Credit Agreement and The Bank of Nova Scotia shall act thereunder as necessary from time to time collateral agent (in Administrative “Collateral Agent’s discretion”) to perfect (or continue perfection of) the Liens granted pursuant to agency arrangements satisfactory in form and substance to the Loan Papers.Lender: (a) an amended and restated General Security Agreement charging all of the Borrower’s and Lac Des Iles Mines Ltd.’s Property as security for the Obligations; (b) On an amended and restated $225,000,000 Debenture from each Obligor that owns or before leases real property as listed on Schedules 1.1.73 and 1.1.87, which shall be in form suitable for registration against title to each Determination Date after real property that is owned by an Obligor; such documents (a) to (b), inclusive, are the Effective Date“Existing Security Documents”; 5.1.2 from Lac Des Iles Mines Ltd., a guarantee of the Borrower’s Obligations; 5.1.3 third party legal opinions from Borrower’s counsel concerning the Borrower and at such each Guarantor, this Agreement, the Intercreditor Agreement, the Guarantee referred to in Section 5.1.3 and the Existing Security Documents, to be delivered to the Lender; 5.1.4 all share certificates, stock powers of attorney, consents, authorizations and other times as Administrative Agent documents necessary in order to make valid and effective the aforementioned agreements or Required Banks arrangements satisfactory to the Lender shall reasonably request, Borrower shall, have been made for the transfer of these to the Lender; 5.1.5 a consent of Vale Canada Limited to the charging pursuant to the Existing Security Documents of the Contract between Vale Canada Limited and shall cause its Restricted Subsidiaries to, deliver to Administrative AgentLac des Iles Ltd., for Palladium Copper Nickel Concentrate to be processed at Vale Canada Limited’s Copper Xxxxx Xxxxxx Smelter dated May 2, 2012; and 5.1.6 a commitment to provide title insurance, including a lender’s policy, in respect of the ratable benefit of each Bank, Mortgages Debenture referenced in 5.1.1(b) 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 (satisfactory 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 SubsidiaryLender. (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 Company initially appoints HSBC Bank USA, National Association to act as the Effective DateCollateral Agent pursuant to the Collateral Documents. The Parent shall, for the benefit of the Holders, the Obligations shall be secured by Trustee, the Agents and the Collateral Agent, charge on a 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 basis (subject to certain exceptions the Permitted Liens) the Capital Stock of the Company (the “Collateral” and such fixed share charge, the “Share Charge”). The Share Charge shall be entered into, and the security interest over the Collateral will be created and perfected, by no later than October 18, 2021. The Parent shall issue a Mauritian law governed power of attorney, to be dated as set forth of the date of the Share Charge, in favor of the Collateral Agent under which the Collateral Agent will have the right, upon the occurrence and during the continuance of an Event of Default, to replace the Board of Directors of the Company, if necessary, and/or to direct the Board of Directors of the Company to take steps in relation to the Onshore Debt and enforce the Liens and guarantees issued in respect of the Onshore Debt, as may be permitted under the terms of the Onshore Debt, by issuing instructions to the Onshore Debt Trustee (the “Parent Power of Attorney”). The Company shall issue a Mauritian law governed power of attorney, to be dated as of the Original Issue Date and effective from (and including) the date on which the Existing Notes are to be refinanced, substantially in the Security Instrumentsform set out in Exhibit K, in favor of the Collateral Agent under which the Collateral Agent will have the right, upon the occurrence and during the continuance of an Event of Default, to take steps as may be permitted under the terms of the Onshore Debt, to accelerate and enforce the Onshore Debt and enforce the Liens and guarantees issued in respect of the Onshore Debt by issuing instructions to the Onshore Debt Trustee (the “Company Power of Attorney” and, together with the Parent Power of Attorney, the “Powers of Attorney”; the Share Charge and the Powers of Attorney collectively, the “Collateral Documents”). The due and punctual payment of the principal of and premium and Additional Amounts, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), except thatif any, on the Notes and performance of all other obligations of the Company to the Holders or the Trustee, the Agents and the Collateral Agent under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in each casethe Collateral Documents which the Company and the Parent, Permitted Encumbrances the Trustee and the Collateral Agent have entered into simultaneously with the execution of this Indenture. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may existbe in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. On or before The Company and the Effective DateParent will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, Borrower shall deliver, and will do or cause to be delivereddone all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Documents, to Administrative Agentassure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, for by 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 andCollateral Documents or any part thereof, 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) constituted, so as to perfect (or continue perfection of) render the Liens granted pursuant same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the Loan Papers. (b) On or before each Determination Date after intent and purposes herein expressed. The Parent will take any and all actions reasonably required to cause the Effective DateCollateral Documents to create and maintain, 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, security 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 obligations of the Security Agreement including Company hereunder, a valid and enforceable perfected first priority Lien in and on 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 the Collateral, in any favor 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 Holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. For the avoidance of doubt, except for the safe custody and preservation of the Hydrocarbon productionCollateral in its possession and the accounting for monies actually received by it, products and proceeds accruing the Collateral Agent shall have no other duty as to the property covered thereby Collateral applicable to it, except as provided in the applicable Collateral Documents. The Collateral Agent shall be deemed to have provided safe custody 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 preservation of the Security Instrumentsapplicable Collateral in its possession if such Collateral is accorded treatment substantially equal to that which such Collateral Agent holds similar property as a third party agent, so long as no Event of Default has occurred and is continuing unless otherwise provided in 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 thereunderCollateral Documents.

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 (1) the Escrow Agreement on the Issue Date and (2) on the Completion Date, each Security Document that is intended to be effective upon such date (forms of which are attached as Exhibits J and K hereto) which shall satisfy the Obligations shall applicable Escrow Conditions and in each case will create the Liens intended to be secured by first and prior Liens covering and encumbering (i) one hundred percent (100%) of created thereunder, with 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 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 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 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 Completion 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 covenants and agreements contained in the other material tangible Escrow Agreement 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 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. (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 a Domestic Guarantee which guarantees shall be reaffirmed as of the Closing Date; (b) in the case of each duly authorized andForeign Guarantor, a Foreign Guarantee which guarantees shall be reaffirmed 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 Québec) dated as of the Original Closing Date and reaffirmed 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 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(17)(c), with respect to items of Collateral that cannot be perfected by the filing of a PPSA or UCC financing statement; (d) 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 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 (e) within 30 days following the Original 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’s discretion) to perfect (, or continue perfection of) any Lender or Agent by the Liens Credit Documents and of the rights and remedies therein granted pursuant to the Administrative Agent, or any Lender or 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 Effective Credit Documents have been prepared on the basis of Law in effect on the Original 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.

Security. Each Borrower agrees that at all times before the termination of this Agreement, payment in full of the Obligations (a) On other than customary indemnification obligations which survive termination of this Agreement and after the Effective Datewhich are not yet due and payable), the Obligations shall be secured by first termination and prior Liens covering return of all Letters of Credit (other than Letters of Credit that have either been cash collateralized in accordance with Section 2.2 or 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 or appropriate to grant, evidence and perfect first and prior Liens have an Acceptable Security Interest in all Borrowing Base Properties and the Collateral (other interests than Collateral the perfection of Borrower and which is not required as per the other Credit Parties as required by this Section 5.1(aexpress terms of the applicable Security Document). 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 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 promptly grant to exist the Administrative Agent a Lien in any Lien on Property of such Credit Party or such Restricted Subsidiary now owned or hereafter acquired (other than (i) owned or leased Real Property which is not Material Real Property, (ii) any Building Excluded Account, and (iii) any property which is or Manufactured would be excluded from the description of Collateral in the Security Agreement), and shall promptly 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 (Mobile) Home owned by them except Permitted Encumbrances. (e) Notwithstanding that, by other than Collateral the perfection of which is not required as per the express terms of the various applicable Security InstrumentsDocument). Notwithstanding the foregoing, the Credit Parties are Borrower shall, and will be assigning shall cause each Restricted Subsidiary to Administrative Agent for the benefit take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor 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 the following Properties, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Domestic Subsidiary (other than any Domestic Subsidiary of a Foreign Subsidiary) and remedies under held by a Restricted Subsidiary or the control agreementsBorrower; and (ii) 100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Restricted Subsidiary but, powers of attorney and other rights and remedies to collect or control any of such collateral shall not constitute in any way a waiverevent, remission or release no more than 65% of the outstanding Voting Securities issued by any First Tier Foreign Subsidiary. Notwithstanding the generality of the foregoing, the Borrower shall, and shall cause each of its rights Restricted Subsidiaries to; (a) appoint certain employees of the Borrower and its Restricted Subsidiaries to serve as the custodians under a Custodial Agreement, pursuant to which such employees shall act as agents for and on behalf of the Administrative Agent as the secured party in connection with Collateral comprising of certificates of title, (b) within 60 days after the date of purchase for all Certificated Equipment purchased by a Credit Party on or remedies after the Effective Date (other than such equipment that is encumbered by a purchase money Lien or subject to a capital leases permitted under Section 6.1(e)), cause the Security Instruments certificates of title covering such Certificated Equipment to note the Administrative Agent as the holder of the first Lien thereon, (c) cause the certificates of title that name the Administrative Agent as the holder of the first Lien thereon to continue to so name the Administrative Agent (unless the applicable Certificated Equipment is sold or otherwise disposed of as permitted under this Agreement), and (d) at the request of the Administrative Agent, which request may be made at the sole discretion of the Administrative Agent, cause the certificates of title covering all other Certificated Equipment (other than such equipment that is encumbered by a release purchase money Lien or subject to a capital leases permitted under Section 6.1(e)) to note the Administrative Agent as the holder of any the first Lien granted thereunderthereon.

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, (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 the timing allowance set forth in the Security Instruments)definition of “Restricted Subsidiary” and Section 6.1(d) below, except thatall of the issued and outstanding Equity of each Restricted Subsidiary owned by WPC, 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) on the Celero Xxxxxxx Closing Date, 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 the Required Reserve Value of 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 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 that any Person is designated a Restricted Subsidiaries Subsidiary after the date hereof, WPC, Borrower or any Indirect Restricted Subsidiary (as applicable) shall, within 30 days after the date such Person is designated a Restricted Subsidiary, but prior to any Distributions being permitted to be made to such Person pursuant to Section 10.2(b) hereof, 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 Administrative Agent’s Liens in the benefit of the Secured Parties all of the Hydrocarbon production, products issued 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 outstanding Equity 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 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 Mortgages and Assignments and Amendments to 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 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 (as amended by the Assignments and Amendments to Mortgages, as applicable) and such other matters regarding such Mortgages and/or Assignments and Amendments to 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. 6.1.1 The Security includes the following (a) On and after which may have been delivered pursuant 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 Existing 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 InstrumentsAgreement), 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 all in form and substance acceptable satisfactory to Administrative Agent the Lenders and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements subject only to Permitted Encumbrances: (a) security over all present and other writingsfuture Property of each Obligor pursuant to appropriate forms of security in each jurisdiction, including UCC-1 financing statements fixed charges over all material freehold and leasehold real property (each duly authorized and, as applicable, executed) as Administrative determined by 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 from time to time (time) and all Aircraft, by each Obligor 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 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 Secured Parties Lenders; (b) pledges in favour of the Agent for the benefit of the Lenders of all Capital Stock of the Obligors other than CHC that is owned by the other Obligors from time to time; (c) pledges in favour of the Agent for the benefit of the Lenders of all Capital Stock of persons other than Obligors that is owned by the Obligors from time to time; (d) specific assignments in favour of the Agent for the benefit of the Lenders of all Restricted Intercompany Obligations; (e) unconditional guarantees of the Obligations by each of the Obligors (other than those Obligations in respect of which it is the Borrower), either directly or by way of guarantee of a guarantee given by another Obligor, which guarantees shall be unlimited except for limits imposed by Applicable Law. 6.1.2 Except for the companies listed in items 2, 3, 12, 14 and 18 of SCHEDULE J, if at any time CHC directly or indirectly owns, establishes or acquires a Subsidiary that is wholly owned by CHC or is acquired pursuant to Section 10.6.2(c)(ii), CHC shall immediately cause that Subsidiary to become an Obligor, 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 Obligors as if it had executed this Agreement as an Obligor, products and proceeds accruing deliver a guarantee and other security documents similar to those delivered by other Obligors, which shall become part of the Security. CHC shall also deliver or cause the delivery of a pledge of all of the Capital Stock of the new Subsidiary as part of the Security and cause the delivery of such legal opinions and other supporting documents as the Agent may reasonably require. 6.1.3 If at any time any Obligor owns or obtains an interest in a person that is not a wholly owned Subsidiary, CHC shall cause that interest to immediately be pledged as part of the Security and cause the delivery of such legal opinions and other supporting documents as the Agent may reasonably require. 6.1.4 Each Obligor shall, immediately on receipt, deliver to the property covered thereby Agent for the benefit of the Lenders, certificates representing all Capital Stock of other Obligors and are and will be providing to Administrative Agent various control agreementsof other persons in which it owns Capital Stock that it acquires after the date that Capital Stock of the Obligors or other persons is first delivered as part of the Security, together with executed stock powers of attorney relating to those certificates (or if certificates in respect of such Capital Stock are not available, take such other steps to perfect the Security relating to such Capital Stock as the Agent requires), and other rights shall also deliver to exercise control over such collateral the Agent originals of any future promissory notes and similar instruments evidencing Restricted Intercompany Obligations, endorsed for payment to the Agent on behalf of the Lenders. 6.1.5 Each Obligor shall, immediately on the acquisition of any material freehold or leasehold real property (as determined by the Agent) or any Aircraft, grant to the Agent for the benefit of the Lenders, a fixed charge over that freehold or leasehold real property or Aircraft. 6.1.6 In order to perfect the Security, CHC shall, in consultation with the Agent, and as directed by the Agent in the case of any uncertainty: (a) concurrently with the execution of any document forming part of the Security, arrange to register, file or record the document and/or, if applicable, financing statements or other collateral covered prescribed statements in respect thereof, and take other actions, as may from time to time be necessary or desirable in perfecting, preserving or protecting the Security, wherever such registration, filing, recording or other action may be necessary or desirable; (b) whenever necessary or desirable, including in the circumstances contemplated in Sections 10.6.3(b) and 10.6.3(c) and SCHEDULE L, arrange to renew or amend such registrations, filings and recordings and make additional registrations, filings and recordings and take other actions as are necessary or desirable to maintain the Security as valid and effective security with the priority required by this Agreement; (c) promptly after taking any action contemplated in this Section 6.1.6, cause documents, including opinions of counsel satisfactory to the Agent, to be delivered to the Agent evidencing such action and confirming that the provisions of this Section have been complied with. 6.1.7 Notwithstanding the foregoing, if Applicable Law or the terms of any shareholders agreement affecting persons other than Obligors prevent an Obligor from granting Security as required above or require that the scope or obligations secured by the Security be limited, the Security required above shall be varied accordingly. In particular, the Lenders acknowledge that: (a) the laws of Norway in effect prevent Obligors incorporated in Norway from guaranteeing or providing security for the Obligations as they exist at 22 December 2004 and the laws of Luxembourg in effect prevent CHC Reinsurance S.A. from becoming an Obligor; (b) although the Security given by the Norwegian Obligors at 22 December 2004 refers to securing, among other things, debts, liabilities and obligations of those Obligors under or in connection with this Agreement, those Obligors are not currently Borrowers and will not currently be guaranteeing or providing security for the Obligations or Intercompany Obligations owed by their direct or indirect shareholders, except as permitted by the laws of Norway; (c) once the Intercompany Obligations of the Norwegian Obligors that are secured by their Security have been indefeasibly paid and performed, they will, in the absence of any other obligations secured by their Security at the relevant time, be entitled to a release of their Security notwithstanding that the Intercompany Obligations have been assigned to secure all of the Obligations; (d) it is not possible to effectively pledge the Capital Stock of certain Scottish Obligors by transfer of the Capital Stock held by other Obligors since to do so might adversely affect the Permits for the operation of Aircraft held by Scottish Obligors; (e) the laws of the Netherlands in effect prevent Sxxxxxxxx and its Subsidiaries from guaranteeing or giving security for the Obligations under or in connection with Tranche 1 and Tranche 2; (f) the laws of Denmark do not provide an effective method for Danish Obligors to provide security over their accounts receivable, inventory and fixed assets, apart from Capital Stock, Aircraft and real property; (g) the Security provided by an Obligor incorporated in Denmark shall be limited to the extent such Security or the enforcement thereof would constitute a breach of the provisions contained in sections 115 and 115a of the Danish Public Limited Companies Act or Sections 49 and 50 of the Danish Private Limited Companies Act. (h) the Security provided by an Obligor incorporated in Sweden shall be limited to the extent such Security or the enforcement thereof would constitute a breach of the provisions contained in chapter 12, section 2 of the Swedish Companies Act. In addition, the Agent may excuse Obligors from delivering security documents covering types of Property that they do not own, if the security documents they deliver cover the types of Property they are permitted to own by Schedule K. 6.1.8 Any Obligor that has not delivered Security as required by Section 6.1.1, including any guarantee that is limited as to amount or obligations guaranteed or any Security over Property that does not cover all of the Property referred to in that Section, shall promptly deliver amended or supplementary guarantees or other Security from time to time in response to the reasonable request of the Agent (acting on the instructions of the Required Lenders) if it is then entitled under Applicable Law to increase the limit of its guarantee or otherwise expand the scope of the Security Instruments, so long as no Event of Default it 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 thereunderdelivered.