Common use of The Security Clause in Contracts

The Security. For the purposes of securing the payments of the Amounts Due and the due discharge of all the obligations of the Company under this Deed and other Debenture Documents, the Company shall, and shall cause the other Obligors to, create, perfect, preserve and maintain in full force and effect till the Final Settlement Date, the following (collectively referred to as the “Security”): (a) a first ranking pari passu charge and hypothecation on the Company’s movable assets, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable properties of whatsoever nature, both present and future, (b) a first ranking pari passu charge over all Accounts and all other bank accounts of the Issuer including the Trust and Retention Account and the sub-accounts thereof including the Debenture Service Reserve Account (or any account in substitution thereof) (but excluding the Distribution Account) that may be opened in accordance with this Deed, the Trust and Retention Account Agreement or any of the other Transaction Documents, Existing TRA Revenue Account, the Existing TRA Accounts and all funds from time to time deposited therein and all funds of the Issuer, the Project Proceeds and all Permitted Investments, any other investments or other securities of the Issuer (but excluding the Distribution Account and the monies lying therein), both present and future; (c) a first ranking pari passu charge on all revenues and receivables of the Issuer, whether or not deposited in the Accounts, Existing TRA Revenue Account, the Existing TRA Accounts, the book debts of the Issuer, the operating cash flows of the Issuer and all other commissions and revenues and cash of the Issuer and all investments of the Issuer (but excluding the Distribution Account and the monies lying therein), both present and future; (d) a first charge on all current assets and intangible assets of the Issuer, if any, including but not limited to goodwill, rights, undertaking and uncalled capital of the Issuer, both present and future; (e) a first charge and assignment, by way of security, in (i) all the rights, title, interests, benefits, claims and demands whatsoever of the Issuer in the O&M Contract, both present and future (including Step In Rights and Substitution Rights); and (ii) all the rights, title, interests, benefits, claims and demands whatsoever of the Issuer under all Insurance Contracts, both present and future; (f) a pledge by the Pledgors over the Pledged Securities; (g) unconditional and irrevocable corporate guarantee, in a form and manner satisfactory to the Debenture Trustee, provided by each of the Other Entities (the “Corporate Guarantee(s)”); (h) a first charge created by the Other Entities over Other Entities Cash Surplus and their respective Other Entities Surplus Accounts and the amounts lying therein to the extent of their respective Other Entities Cash Surplus of such Other Entity, Provided that assets stated in subsections (a) to (d) above which are proposed to form part of the Secured Property shall not include Excluded Assets.

The Security. For the purposes of securing the payments of the Amounts Due and the due discharge of all the obligations of the Company under this Deed and other Debenture Documents, the Company shall, and shall cause the other Obligors to, create, perfect, preserve and maintain in full force and effect till the Final Settlement Date, the following (collectively referred to as the “Security”): (a) a first ranking pari passu charge and hypothecation on the Company’s movable assets, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable properties of whatsoever nature, both present and future, (b) a first ranking pari passu charge over all Accounts and all other bank accounts of the Issuer including the Trust and Retention Account and the sub-accounts thereof including the Debenture Service Reserve Account (or any account in substitution thereof) (but excluding the Distribution Account) that may be opened in accordance with this Deed, the Trust and Retention Account Agreement or any of the other Transaction Documents, Existing TRA Revenue Account, the Existing TRA Accounts and all funds from time to time deposited therein and all funds of the Issuer, the Project Proceeds and all Permitted Investments, any other investments or other securities of the Issuer (but excluding the Distribution Account and the monies lying therein), both present and future; (c) a first ranking pari passu charge on all revenues and receivables of the Issuer, whether or not deposited in the Accounts, Existing TRA Revenue Account, the Existing TRA Accounts, the book debts of the Issuer, the operating cash flows of the Issuer and all other commissions and revenues and cash of the Issuer and all investments of the Issuer (but excluding the Distribution Account and the monies lying therein), both present and future; (d) a first charge on all current assets and intangible assets of the Issuer, if any, including but not limited to goodwill, rights, undertaking and uncalled capital of the Issuer, both present and future; (e) a first charge and assignment, by way of security, in (i) all the rights, title, interests, benefits, claims and demands whatsoever of the Issuer in the contracts containing O&M Contractarrangements, both present and future (including Step In Rights and Substitution Rights); and (ii) all the rights, title, interests, benefits, claims and demands whatsoever of the Issuer under all Insurance Contracts, both present and future; (f) a pledge by the Pledgors over the Pledged Securities; (g) unconditional and irrevocable corporate guarantee, in a form and manner satisfactory to the Debenture Trustee, provided by each of the Other Entities (the “Corporate Guarantee(s)”); (h) a first charge created by the Other Entities over Other Entities Cash Surplus and their respective Other Entities Surplus Accounts and the amounts lying therein to the extent of their respective Other Entities Cash Surplus of such Other Entity, Provided that assets stated in subsections (a) to (d) above which are proposed to form part of the Secured Property shall not include Excluded Assets.

The Security. For (a) On the purposes of securing the payments of the Amounts Due and the due discharge of all the obligations of the Company under this Deed and other Debenture Documents, the Company shall, and shall cause the other Obligors to, create, perfect, preserve and maintain in full force and effect till the Final Settlement Closing Date, the following Loan Obligations are secured by a Lien on all of the Mortgaged Properties and such other Collateral described in Schedule I that secured the Pre-Petition RBL under the Security Documents, as same may be amended or supplemented from time to time (collectively referred to as the “Security”): (a) a first ranking pari passu charge and hypothecation including on the Company’s movable assets, including movable plant Closing Date) as provided in this Agreement and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable properties of whatsoever nature, both present and future,the Security Documents. (b) a first ranking pari passu charge over From and after the Closing Date, the Collateral securing the Loan Obligations shall include (A) all Accounts and all other bank accounts of the Issuer including Mortgaged Properties that secured the Trust and Retention Account and Pre-Petition RBL (except to the sub-accounts thereof including the Debenture Service Reserve Account (or any account in substitution thereof) (but excluding the Distribution Account) that may be opened extent released in accordance with this DeedAgreement), the Trust and Retention Account Agreement or any (B) a Lien on substantially all of the tangible and intangible assets of each Loan Party related to such Mortgaged Properties that secured the Pre-Petition RBL, deposit accounts, commodity accounts and securities accounts (other Transaction than Excluded Accounts), general intangibles, all as-extracted collateral related to any Mortgaged Property, inventory, equipment, fixtures and proceeds of the foregoing, other than any Excluded Assets (as defined in the Security Documents), Existing TRA Revenue Account(C) additional Mortgages on Proved Reserves set forth in the Initial Reserve Report delivered pursuant to Section 5.01(i) sufficient to cause at least the Required Engineered Value of such Proved Reserves to be covered by a Mortgage in favor of the Administrative Agent (after taking account of the Mortgaged Properties that secured the Pre-Petition RBL), provided that the Existing TRA Accounts Loan Parties shall use commercially reasonable efforts to execute and deliver Mortgages covering all funds of the Loan Parties’ Oil and Gas Properties, (D) such additional Mortgages as may be required from time to time deposited therein in accordance with Section 4.02, and (E) a Lien on substantially all funds of the Issuer, the Project Proceeds and all Permitted Investments, any other investments or other securities of the Issuer (but excluding the Distribution Account and the monies lying therein), both present and future; (c) a first ranking pari passu charge on all revenues and receivables of the Issuer, whether or not deposited in the Accounts, Existing TRA Revenue Account, the Existing TRA Accounts, the book debts of the Issuer, the operating cash flows of the Issuer and all other commissions and revenues and cash of the Issuer and all investments of the Issuer (but excluding the Distribution Account and the monies lying therein), both present and future; (d) a first charge on all current assets tangible and intangible assets of the Issuer, if anyeach Loan Party, including but not limited Derivative Contracts, deposit accounts, commodity accounts and securities accounts (other than Excluded Accounts), general intangibles, Equity Interests, all as-extracted collateral related to goodwillany Mortgaged Property, rightsall inventory, undertaking all equipment, all fixtures and uncalled capital all proceeds of the Issuerforegoing, both present other than any Excluded Assets (as defined in the Security Documents) and future; except in each case for those properties and assets as to which Administrative Agent shall determine (eand shall have confirmed in writing to the Borrower) a first charge and assignment, by way in its reasonable discretion that the costs of security, obtaining such Liens are excessive in (i) all relation to the rights, title, interests, benefits, claims and demands whatsoever value of the Issuer in Collateral to be encumbered thereby. Notwithstanding the O&M Contractforegoing, both present and future (including Step In Rights and Substitution Rights); and (ii) all the rightsParent, title, interests, benefits, claims and demands whatsoever of the Issuer under all Insurance Contracts, both present and future; (f) a pledge by the Pledgors over the Pledged Securities; (g) unconditional and irrevocable corporate guarantee, in a form and manner satisfactory to the Debenture Trustee, provided by each of the Other Entities (the “Corporate Guarantee(s)”); (h) a first charge created by the Other Entities over Other Entities Cash Surplus Borrower and their respective Other Entities Surplus Accounts and the amounts lying therein Subsidiaries will not be required to take any action with respect to the extent perfection of their respective Other Entities Cash Surplus of such Other Entity, Provided that assets stated a Lien in subsections (a) to (d) above which are proposed to form part of the Secured Property shall not include Excluded Assetsmotor vehicles or letter-of-credit rights.