Common use of Collateral Security Clause in Contracts

Collateral Security. To secure the performance by Borrower of their obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the Agent for the benefit of the Banks a first and prior security interest and Lien on certain of its Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) Borrower shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain additional Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereof. All Oil and Gas Properties and other collateral in which Borrower and Espero have herewith granted or hereafter grants to the Banks a first and prior Lien (to the satisfaction of the Banks) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. (a) To secure the performance by Borrower of their its obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the Agent for the benefit of the Banks a first and prior security interest and Lien on certain of its Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) , Borrower and Guarantors shall grant and assign to Agent in its capacity as such Agent under this Agreement for the ratable benefit of the Banks Lenders hereunder, a first and prior priority security interest in and Lien (and only Lien, except for Permitted Liens) on certain additional of the Oil and Gas PropertiesProperties of Borrower and Guarantors as may be selected by Agent, related equipmentin its capacity as such Agent under this Agreement, oil and gas inventory and the proceeds thereof including those oil, gas and mineral production therefrom or attributable thereto, and in all operating agreements and oil and or gas properties being acquired by Borrower from Conoco, Inc. and purchase contracts (iinow existing or hereafter arising) Espero shall grant and assign relating to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their such Oil and Gas PropertiesProperties and in related personal properties, related equipmentfixtures and other properties, oil as evidenced by mortgages, deeds of trust, assignments of production, security agreements, general security agreements, indentures, and gas inventory other documents to be executed by Borrower and Guarantors and delivered to or on behalf of Agent, in its capacity as such Agent under this Agreement for the proceeds thereofratable benefit of Lenders. Obligations arising from agreements arising from Rate Management Transactions between Borrower and one or more of Lenders or an Affiliate of any of Lenders shall be secured by the Collateral covering the Oil and Gas Properties on a pari passu basis with the indebtedness and obligations of Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more Lenders, or an Affiliate of any Lender, are entered into, and pursuant to this provision become secured by the Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect irrespective of whether Lender involved in such agreement ceases to be a Lender under this Agreement. All Oil and Gas Properties and other collateral in which Borrower and Espero have herewith granted Guarantors grant or hereafter grants grant to Agent for the Banks ratable benefit of Lenders, a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "“Collateral”." (b) The granting and assigning of such security interests and Liens by Borrower and Espero Guarantors shall be pursuant to Security Instruments Collateral Documents in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security InstrumentsCollateral Documents or within a reasonable time thereafter, Borrower and Espero Guarantors shall furnish have furnished or caused to the be furnished to Agent mortgage and title opinions and other documents title information reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's ’s and Espero's Guarantors’ interests in such not less than 75% of the Oil Engineered Value of the mortgaged Borrowing Base Properties. “Engineered Value” for this purpose shall mean future net revenues discounted at the discount rate being used by Agent as of the date of any such determination utilizing the pricing parameters used in the engineering report furnished to Agent pursuant to Sections 7 and Gas Properties covered by the Security Instruments as Agent shall have designated12 hereof. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments Collateral Documents if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' Lenders’ security interests and Liens in not less than 80% of the Engineered Value of the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under which are included in the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C"Borrowing Base then in effect.

Collateral Security. To secure the performance by Borrower and the Guarantors of their obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions thereforetherefor, Borrower has and certain of the Guarantors have heretofore granted and assigned shall herewith or hereafter grant and assign to the Agent for the ratable benefit of the Banks Lenders a first and prior security interest and Lien or Liens on certain of its their Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing. The Oil and Gas Properties herewith assigned and mortgaged to the Agent by the Borrower and certain of the Guarantors shall represent not less than 80% of the Engineered Value (as hereinafter defined) of Borrower's and such Guarantor's Oil and Gas Properties as of the Effective Date. In addition to the mortgaging of the Oil and Gas Properties, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) Borrower shall grant and assign pledge to the Agent for the benefit of the Banks Lenders, (i) 100% of the stock of each of Borrower's wholly-owned Subsidiaries, (ii) all of its membership interest in GLEP and (iii) shall cause each Guarantor to provide the Lenders with the Guaranty. Range Energy Ventures Corporation, a first Guarantor, shall secure its Guaranty with a pledge of all of the issued and prior security interest outstanding shares of the common stock of REFC. Obligations arising from agreements arising from Rate Management Transactions between Borrower, any Guarantor, and Lien one or more of the Lenders or an Affiliate of any of the Lenders shall be secured by the Collateral (as hereinafter defined) on certain additional a pari passu basis with the indebtedness and obligations of the Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more of the Lenders, or an Affiliate of any of the Lenders, is entered into, and pursuant to this provision becomes secured by the Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect, irrespective of whether the Lender involved in such agreement ceases to be a Lender under this Agreement. All Oil and Gas Properties, related equipmentstock, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent for the benefit of the Banks a first and prior security membership interest and Lien on certain of their Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereof. All Oil and Gas Properties and other collateral in which Borrower and Espero have certain of the Guarantors herewith granted grants or hereafter grants to Agent for the Banks ratable benefit of the Lenders a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." ". The granting and assigning of such security interests and Liens by Borrower and Espero certain of the Guarantors shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security InstrumentsInstruments or within a reasonable time thereafter, Borrower and Espero shall furnish have furnished or caused to be furnished to the Agent mortgage and title opinions and other documents title information reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Esperocertain of the Guarantor's interests in such not less than 80% of the Engineered Value of the Borrower's and certain of the Guarantor's mortgaged Oil and Gas Properties covered . "Engineered Value" for this purpose shall mean future net revenues discounted at the discount rate being used by the Security Instruments Agent as of the date of any such determination utilizing the pricing parameters used in the engineering report furnished to the Agent shall have designatedpursuant to Sections 7 and 12 hereof. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of BanksLenders' security interests and Liens in not less than 80% of the Engineered Value of the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. To secure the performance by Borrower Borrowers of their obligations hereunder, and under the Note or Notes Notes, the Guaranty and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned Borrowers shall contemporaneously with or prior to the execution of this Agreement and the Notes, grant and assign to Agent for the ratable benefit of the Banks a first and prior security interest and Lien on certain of its Oil and Gas Properties(i) the Rigs, certain related equipment, oil and gas inventory and proceeds together with an assignment of the foregoinginsurance covering such Rigs, proceeds the charter hire, drilling contract earnings and revenues of partnership intereststhe Rigs, (ii) 66% of the voting stock of all foreign Material Subsidiaries, promissory notes (iii) 100% of Subsidiaries the voting stock of all domestic Material Subsidiaries, and similar collateral(iv) the Subsidiary Notes. Contemporaneously All agreements and obligations arising out of Rate Management Transactions between either Borrower and the Banks or their Affiliates shall be secured by the Collateral and paid on a pari passu basis with the execution indebtedness and delivery obligations of such Borrower under this Agreement and the Notes (i) Borrower shall grant other Loan Documents. The Rigs, stock and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain additional Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereof. All Oil and Gas Properties Subsidiary Notes and other collateral in which Borrower and Espero Borrowers have herewith granted or hereafter grants to Agent for the ratable benefit of the Banks a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero Borrowers shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero Borrowers will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties Collateral or any part thereof. The obligations of Borrower hereunder, and under In addition to the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each granting of the Guarantorsfirst and prior Liens referred to above, Borrowers shall also grant to the form Banks a negative pledge on all of which Guaranty Agreement is attached hereto as Exhibit "C"their other assets (limited, in the case of the voting stock of foreign subsidiaries, to 66% of such stock).

Collateral Security. To secure the performance by Borrower and the Guarantors of their obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned the Guarantors shall contemporaneously with or prior to the execution of this Agreement and the Notes, grant and assign to Agent for the ratable benefit of the Banks a first and prior security interest and Lien on certain of its Oil and Gas Propertiesthe Rigs, certain related equipment, oil and gas inventory and proceeds together with an assignment of the foregoinginsurance covering such Rigs, proceeds the charter hire, drilling contract earnings and revenues of partnership interests, stock the Rigs. All agreements and obligations arising out of Subsidiaries, promissory notes of Subsidiaries Rate Management Transactions between Borrower and similar collateral. Contemporaneously the Banks or their Affiliates shall be secured by the Collateral and paid on a pari passu basis with the execution indebtedness and delivery obligations of Borrower under this Agreement and the Notes (i) Borrower shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain additional Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereofother Loan Documents. All Oil and Gas Properties The Rigs and other collateral in which Borrower and Espero the Guarantors have herewith granted or hereafter grants grant to Agent for the ratable benefit of the Banks a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero the Guarantors shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero Guarantors will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties Collateral or any part thereof. The obligations of Borrower hereunder, and under In addition to the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each granting of the Guarantorsfirst and prior Liens referred to above, Borrower shall also (i) grant to the form Banks a negative pledge on all of which Guaranty Agreement is attached hereto as Exhibit "C"its other assets and (ii) provide the Guaranties.

Collateral Security. (a) To secure the performance by Borrower of their its obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the Agent for the benefit of the Banks a first and prior security interest and Lien on certain of its Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) , Borrower shall grant and assign to Agent in its capacity as such Agent under this Agreement for the ratable benefit of the Banks Lenders hereunder, a first and prior priority security interest in and Lien (and only Lien, except for Permitted Liens) on certain additional of the Oil and Gas PropertiesProperties of Borrower as may be selected by Agent, related equipmentin its capacity as such Agent under this Agreement, oil and gas inventory and the proceeds thereof including those oil, gas and mineral production therefrom or attributable thereto, and in all operating agreements and oil and or gas properties being acquired by Borrower from Conoco, Inc. and purchase contracts (iinow existing or hereafter arising) Espero shall grant and assign relating to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their such Oil and Gas PropertiesProperties and in related personal properties, related equipmentfixtures and other properties, oil as evidenced by mortgages, deeds of trust, assignments of production, security agreements, general security agreements, indentures, and gas inventory other documents to be executed by Borrower and delivered to or on behalf of Agent, in its capacity as such Agent under this Agreement for the proceeds thereofratable benefit of Lenders. Obligations arising from agreements arising from Rate Management Transactions between Borrower and one or more of Lenders or an Affiliate of any of Lenders shall be secured by the Collateral covering the Oil and Gas Properties on a pari passu basis with the indebtedness and obligations of Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more Lenders, or an Affiliate of any Lender, are entered into, and pursuant to this provision become secured by the Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect irrespective of whether Lender involved in such agreement ceases to be a Lender under this Agreement. All Oil and Gas Properties and other collateral in which Borrower and Espero have herewith granted grants or hereafter grants to Agent for the Banks ratable benefit of Lenders, a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "“Collateral”." (b) The granting and assigning of such security interests and Liens by Borrower and Espero shall be pursuant to Security Instruments Collateral Documents in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security InstrumentsCollateral Documents or within a reasonable time thereafter, Borrower and Espero shall furnish have furnished or caused to the be furnished to Agent mortgage and title opinions and other documents title information reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's ’s interests in such not less than 75% of the Oil Engineered Value of the mortgaged Borrowing Base Properties. “Engineered Value” for this purpose shall mean future net revenues discounted at the discount rate being used by Agent as of the date of any such determination utilizing the pricing parameters used in the engineering report furnished to Agent pursuant to Sections 7 and Gas Properties covered by the Security Instruments as Agent shall have designated12 hereof. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments Collateral Documents if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' Lenders’ security interests and Liens in not less than 80% of the Engineered Value of Borrower’s Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under which are included in the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C"Borrowing Base then in effect.

Collateral Security. To secure the payment and performance by Borrower Borrowers of their indebtedness, liabilities and obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions thereforetherefor, Borrower has Borrowers have heretofore granted and assigned assigned, and shall hereafter grant and assign, to the Agent for the ratable benefit of the Banks Lenders a first and prior security interest and Lien on certain of its their Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoingforegoing and Holding has heretofore granted and assigned to Agent, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) Borrower shall grant and assign to Agent for the ratable benefit of the Banks Lenders, a first and prior security interest Lien on all of the issued and outstanding Capital Stock of the Company. To secure the performance of the Subsidiary Guarantors under the Subsidiary Guaranties, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including, extensions, modifications, renewals and increases thereof, and substitutions therefor, the Subsidiary Guarantors have heretofore granted and assigned, and shall hereafter grant and assign, to Agent, for the ratable benefit of the Lenders, a Lien on certain additional of their Oil and Gas Properties, certain related equipment, oil and gas inventory and the proceeds thereof including those oil of the foregoing and gas properties being acquired a first and prior Lien on all of the issued and outstanding Capital Stock of their respective Subsidiaries that are Subsidiary Guarantors. To further secure the performance by Borrower from Conocothe Borrowers hereunder, Inc. the Borrowers have heretofore granted, and shall hereafter grant, to the Agent, for the ratable benefit of the Lenders, (i) a first and prior Lien on all of the issued and outstanding Capital Stock of each of their Material Domestic Subsidiaries, and (ii) Espero shall grant and assign to Agent for the benefit of the Banks a first and prior security interest lien on sixty-six percent (66%) of the outstanding Capital Stock of their Foreign Subsidiaries, including but not limited to, Addison. Each pledge of a first and prior Lien on certain the Capital Stock of their the Company and each Subsidiary Guarantor shall also secure the guaranty obligations of each grantor of such pledge with respect to the Canadian Credit Agreement. The Oil and Gas Properties heretofore and hereafter mortgaged to the Agent by the Borrowers and the Subsidiary Guarantors shall represent not less than 90% of the Engineered Value (as hereinafter defined) of the Borrowers' and the Subsidiary Guarantors' Oil and Gas Properties, related equipmenttaken as a whole. In addition to the mortgaging of the Oil and Gas Properties, oil the Company has provided, and gas inventory shall hereafter provide, the Lenders with a Subsidiary Guaranty from each of its Material Domestic Subsidiaries (other than Borrowers). Obligations arising from (i) agreements arising from Rate Management Transactions between any Borrower or any Subsidiary Guarantor and one or more of the proceeds thereofLenders or an Affiliate of any of the Lenders and (ii) the Company's guaranty of obligations owed by Addison under the Canadian Credit Agreement shall be secured by the Collateral (as hereinafter defined) on a pari passu basis with the indebtedness and obligations of the Borrowers and Subsidiary Guarantors under the Loan Documents. All Oil and Gas Properties and other collateral assets, properties or interests in which Borrower and Espero have herewith granted Borrowers or any Subsidiary Guarantor has or may hereafter grants grant to Agent, for the Banks ratable benefit of the Lenders, a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, including the Oil and Gas Properties, as such assets, properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. To secure the performance by Borrower of their obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned shall contemporaneously with or prior to the Agent for execution of this Agreement and the benefit of Note, grant and assign to the Banks Bank a first and prior security interest and Lien on certain of its Oil and Gas Properties, and on certain related equipment, oil and gas inventory and proceeds of the foregoing. To further secure the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries Bank shall have the right to acquire the note and similar collateral. Contemporaneously with liens previously granted to the execution and delivery of this Agreement and the Notes (i) Borrower shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain additional Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds Midland or any holders thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereofBorrower. All Oil and Gas Properties and other collateral in which Borrower and Espero have herewith granted or hereafter grants to the Banks Bank a first and prior Lien (to the satisfaction of the BanksBank) in accordance with this Section 66 or Oil and Gas Properties covered by the Liens which are acquired by Bank from the Midland or any holders thereof, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the AgentBank. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent Bank mortgage and title opinions and other documents reasonably satisfactory to Agent Bank with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent Bank shall have designated. Borrower and Espero will cause to be executed and delivered to the AgentBank, in the future, additional Security Instruments if the Agent Bank reasonably deems such are necessary to insure perfection or maintenance of Banks' Bank's security interests and Liens in the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. (a) To secure the performance by Borrower of their its obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the Agent for the benefit of the Banks a first and prior security interest and Lien on certain of its Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) , Borrower and Guarantors shall grant and assign to Agent in its capacity as such Agent under this Agreement for the ratable benefit of the Banks Secured Parties hereunder, a first and prior priority security interest in and Lien (and only Lien, except for Permitted Liens) on certain additional of the Oil and Gas PropertiesProperties of Borrower and Guarantors as may be selected by Agent, related equipmentin its capacity as such Agent under this Agreement, oil and gas inventory and the proceeds thereof including those oil, gas and mineral production therefrom or attributable thereto, and in all operating agreements and oil and or gas properties being acquired by Borrower from Conoco, Inc. and purchase contracts (iinow existing or hereafter arising) Espero shall grant and assign relating to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their such Oil and Gas PropertiesProperties and in related personal properties, related equipmentfixtures and other properties, oil as evidenced by mortgages, deeds of trust, assignments of production, security agreements, general security agreements, indentures, and gas inventory other documents to be executed by Borrower and Guarantors and delivered to or on behalf of Agent, in its capacity as such Agent under this Agreement for the proceeds thereofratable benefit of Secured Parties. Obligations arising from agreements arising from Rate Management Transactions between Borrower and one or more of Secured Parties shall be secured by the Collateral covering the Oil and Gas Properties on a pari passu basis with the indebtedness and obligations of Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more Secured Parties are entered into, and pursuant to this provision become secured by the Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect irrespective of whether a Secured Party involved in such agreement ceases to be a Lender under this Agreement. All Oil and Gas Properties and other collateral in which Borrower and Espero have herewith granted Guarantors grant or hereafter grants grant to Agent for the Banks ratable benefit of Secured Parties, a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "“Collateral”." The granting and assigning of such security interests and Liens by Borrower and Espero shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. To secure the performance by Borrower of their its obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, modification and renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the Agent Agent, for the ratable benefit of the Banks Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of the Banks, a first and prior security interest and Lien lien on the Oil and Gas Properties, the stock of certain of the Subsidiaries, and the other collateral. Guarantor has heretofore executed and delivered its guaranty agreement guaranteeing the prompt payment and performance of Borrower's obligations hereunder and under the Notes. As security for the performance of its guaranty agreement, Guarantor has heretofore granted to Agent, for the ratable benefit of the Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of Banks, a first and prior lien on its Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of Guarantor shall execute this Agreement and the Notes to confirm its consent to (i) Borrower shall grant the execution of the Agreement by Borrower, and assign to Agent for (ii) the benefit amendments contained therein. Obligations arising from Rate Management Transactions between Borrower, any Guarantor or one or more of the Banks or any Affiliate of any of the Banks providing for the hedging, forward swap or sale of crude oil or natural gas or interest rate protection shall be secured by the Collateral (as hereinafter defined) on a first pari passu basis with the indebtedness and prior security interest obligations of the Borrower and Lien on certain additional the Guarantor under the Loan Documents. All Oil and Gas Properties, oil and gas related equipment, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conocoreceivables, Inc. and (ii) Espero shall grant and assign to Agent for the benefit of the Banks a first and prior security interest and Lien on certain of their Oil and Gas Propertiesstock, related equipment, oil and gas inventory and the proceeds thereof. All Oil and Gas Properties notes and other collateral in which Borrower and Espero have herewith granted or Guarantor has heretofore or hereafter grants to the Banks Agent, for the ratable benefit of the Banks, a first and prior Lien lien (to the satisfaction of the Banks) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens liens by Borrower and Espero shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero Guarantor shall furnish to the Agent the mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien lien status of Borrower's and Espero's its interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designatedrequired in Section 12(n) and (o) hereof. Borrower and Espero Guarantor will cause to be executed and delivered to the Agent, for the ratable benefit of the Banks, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' their security interests and Liens liens in the Oil and Gas Properties Collateral or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. To secure the performance by Borrower Borrowers and the Guarantors of their obligations hereunder, and under the Note or Notes and Security InstrumentsObligations, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions thereforetherefor, Borrower has Borrowers and the Guarantors have heretofore granted and assigned shall herewith or hereafter grant and assign to the Agent for the ratable benefit of the Banks Lenders a first and prior security interest and Lien or Liens on certain of its their Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries . The Oil and similar collateral. Contemporaneously with Gas Properties heretofore and hereafter assigned and mortgaged to the execution and delivery of this Agreement Agent by Borrowers and the Notes Guarantors shall represent not less than 80% of the Engineered Value (as hereinafter defined) of Borrowers' and Guarantors' Oil and Gas Properties, taken as a whole. In addition to the mortgaging of the Oil and Gas Properties, each Borrower shall (i) Borrower shall grant and assign pledge to the Agent for the benefit of the Banks Lenders a first and prior security interest lien on all of the issued and Lien on certain additional Oil and Gas Propertiesoutstanding Capital Stock of each of their Material Domestic Subsidiaries, related equipment, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent cause each Material Domestic Subsidiary (other than GLEP) to provide to the Agent, for the benefit of the Banks Lenders, a first and prior security interest and Lien Guaranty. All Rate Management Obligations of any Borrower or any Guarantor to any Lender Counterparty shall be secured by the Collateral (as hereinafter defined) on certain a pari passu basis with the other Obligations of their Oil and Gas Properties, related equipment, oil and gas inventory Borrower and the proceeds thereofGuarantors under the Loan Documents and such Rate Management Obligations shall continue to be secured by the Collateral on a pari passu basis with such Obligations regardless of whether the Person counterparty to such Rate Management Obligation ceases to be a Lender or an Affiliate of a Lender at any time thereafter. All Oil and Gas Properties and other collateral assets, properties or interests in which Borrower and Espero have Borrowers or any Guarantor herewith granted grants or hereafter grants to Agent for the Banks ratable benefit of the Lenders a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, including the Oil and Gas Properties, as such assets, properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. To secure the performance by Borrower of their its obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions thereforetherefor, Borrower has heretofore granted shall herewith grant and assigned assign to the Agent for the ratable benefit of the Banks Lenders a first and prior security interest and Lien on certain of its Oil and Gas Properties, certain related equipment, oil and gas inventory inventory, as-extracted collateral and proceeds of the foregoing. The Oil and Gas Properties herewith mortgaged to the Agent by Borrower shall represent not less than 80% of the Engineered Value (as hereinafter defined) of Borrower's Oil and Gas Properties as of the Effective Date. In addition to the mortgaging of the Oil and Gas Properties, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) Borrower PLP shall grant and assign to Agent for the ratable benefit of the Banks Lenders a first and prior security interest and Lien on certain additional Oil the SSB Account and Gas Propertiesall assets therein and on 933,589 shares of Energen Stock owned by PLP, related equipment, oil Borrower and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero PLLC shall grant and assign to Agent for the ratable benefit of the Banks Lenders a first and prior security interest and Lien on certain all equity interests in PLP and PLLC, and Guarantors shall provide Lenders with the Guaranties. Obligations arising from Rate Management Transactions between Borrower and one or more of their Oil the Lenders or an Affiliate of any of the Lenders shall be secured by the Collateral on a pari passu basis with the indebtedness and Gas Properties, related equipment, oil and gas inventory and obligations of Borrower under the proceeds thereofLoan Documents. All Oil and Gas Properties and other collateral in which Borrower and Espero have Guarantors herewith granted grant or hereafter grants grant to Agent for the Banks ratable benefit of the Lenders a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." ". -23- The granting and assigning of such security interests and Liens by Borrower and Espero Guarantors shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security InstrumentsInstruments or within a reasonable time thereafter, Borrower and Espero shall furnish have furnished to the Agent mortgage and title opinions and other documents title information reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such not less than 80% of the Engineered Value of Borrower's mortgaged Oil and Gas Properties covered Properties. "Engineered Value" for this purpose shall mean future net revenues discounted at the discount rate being used by the Security Instruments Agent as of the date of any such determination utilizing the pricing parameters used in the engineering report furnished to the Agent shall have designatedpursuant to Sections 7 and 12 hereof. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of BanksLenders' security interests and Liens in not less than 80% of the Engineered Value of the Oil and Gas Properties or in any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C"other Collateral.

Collateral Security. To secure the payment and performance by Borrower of their its indebtedness, liabilities, and obligations hereunder, and under the Note or Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions thereforetherefor, Borrower has heretofore granted and assigned assigned, and shall hereafter grant and assign, to the Agent Agent, for the ratable benefit of the Banks Lenders, a first and prior security interest and Lien on certain of its Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing. To secure the performance of the Subsidiary Guarantors under the Subsidiary Guaranties, proceeds of partnership interestswhether now or hereafter incurred, stock of Subsidiariesmatured or unmatured, promissory notes of Subsidiaries direct or contingent, joint or several, or joint and similar collateral. Contemporaneously with several, including, extensions, modifications, renewals and increases thereof, and substitutions therefor, the execution and delivery of this Agreement and the Notes (i) Borrower Subsidiary Guarantors shall hereafter grant and assign to Agent Agent, for the ratable benefit of the Banks Lenders, a first and prior security interest and Lien on certain additional of their Oil and Gas Properties, certain related equipment, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent for the benefit of the Banks foregoing and a first and prior security interest and Lien on certain all of the issued and outstanding Capital Stock of their respective Subsidiaries that are Subsidiary Guarantors. To further secure the performance by the Borrower hereunder, the Borrower has heretofore granted, and shall hereafter grant, to the Agent, for the ratable benefit of the Lenders, a first and prior Lien on all of the issued and outstanding Capital Stock of each of its Material Subsidiaries. The Oil and Gas Properties heretofore and hereafter mortgaged to the Agent by the Borrower and the Subsidiary Guarantors shall represent not less than 90% of the Engineered Value (as hereinafter defined) of Borrower's and the Subsidiary Guarantors' Oil and Gas Properties, related equipmenttaken as a whole. In addition to the mortgaging of the Oil and Gas Properties, oil Borrower shall hereafter provide the Lenders with a Subsidiary Guaranty from each of its Material Subsidiaries. Obligations arising from agreements arising from Rate Management Transactions between Borrower or any Subsidiary Guarantor and gas inventory one or more of the Lenders or an Affiliate of any of the Lenders shall be secured by the Collateral (as hereinafter defined) on a pari passu basis with the indebtedness and obligations of the proceeds thereofBorrower under the Loan Documents. All Oil and Gas Properties and other collateral assets, properties or interests in which Borrower and Espero have herewith granted or any Subsidiary Guarantor has or may hereafter grants grant to Agent, for the Banks ratable benefit of the Lenders, a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, including the Oil and Gas Properties, as such assets, properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties or any part thereof. The obligations of Borrower hereunder, and under the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each of the Guarantors, the form of which Guaranty Agreement is attached hereto as Exhibit "C".

Collateral Security. To secure the performance by Borrower Borrowers of their obligations hereunder, and under the Note or Notes Notes, the Guaranty and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrower has heretofore granted and assigned Borrowers shall contemporaneously with or prior to the execution of this Agreement and the Notes, grant and assign to Agent for the ratable benefit of the Banks a first and prior security interest and Lien on certain of its Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing, proceeds of partnership interests, stock of Subsidiaries, promissory notes of Subsidiaries and similar collateral. Contemporaneously with the execution and delivery of this Agreement and the Notes (i) Borrower shall grant and assign to Agent for the benefit Rigs, together with an assignment of the Banks a first insurance covering such Rigs, the charter hire, drilling contract earnings and prior security interest and Lien on certain additional Oil and Gas Propertiesrevenues of the Rigs, related equipment, oil and gas inventory and the proceeds thereof including those oil and gas properties being acquired by Borrower from Conoco, Inc. and (ii) Espero shall grant and assign to Agent for the benefit at least $20,000,000 in market value Treasury Bonds, (iii) 66% of the Banks a first voting stock of the Material Subsidiaries, and prior security interest (iv) the Subsidiary Notes. The Rigs, Treasury Bonds, stock and Lien on certain of their Oil and Gas Properties, related equipment, oil and gas inventory and the proceeds thereof. All Oil and Gas Properties Subsidiary Notes and other collateral in which Borrower and Espero Borrowers have herewith granted or hereafter grants to Agent for the ratable benefit of the Banks a first and prior Lien (to the satisfaction of the BanksAgent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such security interests and Liens by Borrower and Espero Borrowers shall be pursuant to Security Instruments in form and substance reasonably satisfactory to the Agent. Concurrently with the delivery of each of the Security Instruments, Borrower and Espero shall furnish to the Agent mortgage and title opinions and other documents reasonably satisfactory to Agent with respect to the title and Lien status of Borrower's and Espero's interests in such of the Oil and Gas Properties covered by the Security Instruments as Agent shall have designated. Borrower and Espero Borrowers will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' security interests and Liens in the Oil and Gas Properties Collateral or any part thereof. The obligations of Borrower hereunder, and under In addition to the Note or Notes and Security Instruments, shall be additionally secured by the Guaranty Agreements, executed by each granting of the Guarantorsfirst and prior Liens referred to above, Borrowers shall also grant to the form Banks a negative pledge on all of which Guaranty Agreement is attached hereto as Exhibit "C"their other assets.