SECURITY:
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The Borrower grants, and shall grant, the following security to the Lender:
(a) the DIP Charge as set forth in the DIP Order, including:
(i) a grant and assignment, conveyance, mortgage, pledge and charge, by way of a fixed and specific mortgage, charge and pledge, in all of the Borrower’s right, title, interest and estate in and to the Specifically Mortgaged Lands, the Oil Sands Leases, and all Oil Sands and other hydrocarbons within, upon or under the Specifically Mortgaged Lands, together with any and all rights, leases, licenses, easements, rights-of-way, profits a-prendre, interests in real property, structures, underground facilities, wells, power, fuel and water supply, storage, waste disposal, roads and other transportation facilities and fixed plant, milling, processing, service and other related infrastructures, buildings, erections, improvements and fixtures now or hereafter constructed or placed on the Specifically Mortgaged Lands and all accretions, additions and accessions to any of the foregoing, any substitution of any of the foregoing and any and all proceeds of any of the foregoing and including all of the Borrower’s present and after-acquired right, title, estate and interest in and to all proceeds derived from any of the foregoing; and
(ii) a floating charge to all of the Borrower’s right, title, interest and estate in and to all real property (including without limitation all Oil Sands and other hydrocarbons), both present and future, of every nature and kind and wherever situate, together with any and all rights, leases, licenses, easements, rights-of-way, profits a-prendre, interests in real property, structures, underground facilities, wells, power, fuel and water supply, storage, waste disposal, roads and other transportation facilities and fixed plant, milling, processing, service and other related infrastructures, buildings, erections, improvements and fixtures now or hereafter constructed or placed on such real property or used in connection with such real property and all accretions, additions and accessions to any of the foregoing, which the Borrower has, may be possessed of, entitled to, or acquire, by way of amalgamation or otherwise, now or hereafter, and any and all proceeds of any of the foregoing; and
(iii) a grant, assignment as security, conveyance, transfer, mortgage and charge as and by way of a fixed and specific mortgage and charge to and a continuing security interest in, all of the Borrower’s present and after-acquired personal property, including without limitation all present and after-acquired goods (including without limitation all Oil Sands and other hydrocarbons extracted from time to time and all Products), chattel paper, documents of title, instruments, intangibles, investment property and money wherever located; and
(b) in implementation of the DIP Charge, but without in any way limiting the validity and effectiveness thereof, one or more of a general security agreement, share pledge, fixed and floating charge debenture, hypothec or equivalent, in all jurisdictions where the assets of the Borrower may be situate from time to time.
The following terms shall have the following meanings in this DIP Term Sheet:
“Oil Sands Leases” shall mean those leases described on Schedule A hereto, as such leases may be amended, modified, supplemented or restated from time to time, together with all other instruments that may be issued pursuant thereto or in connection therewith from time to time;
“Specifically Mortgaged Lands" shall mean the lands described on Schedule A hereto, together with any and all lands which may now or hereafter be pooled, unitized, grouped or otherwise combined for production or other purposes therewith, and including all Oil Sands and other hydrocarbons within, upon or under such lands.
“Oil Sands” shall mean sands and other rock materials containing crude bitumen; the crude bitumen contained in those sands and other rock materials; and any other hydrocarbon or mineral substances, other than natural gas, in association with that crude bitumen or those sands and other rock materials referred to in this definition.
“Product” shall mean any products obtained pursuant to the Oil Sands Leases by processing Oil Sands, crude bitumen or derivatives of crude bitumen; or by reprocessing a product referred to in this definition.
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