DEBTOR-IN-POSSESSION GUARANTY AND COLLATERAL AGREEMENT

This DEBTOR-IN-POSSESSION GUARANTY AND COLLATERAL AGREEMENT is dated as of October 6, 2009 made by Aurora Oil & Gas Corporation, a Utah corporation and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “ Borrower ”), Hudson Pipeline & Processing Co. L.L.C., a Michigan limited liability company and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (“ Hudson ”), and any other signatories hereto (Hudson and Borrower, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, are referred to herein collectively as the “ Obligors ”), in favor of BNP Paribas, as administrative agent (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”), for the banks and other financial institutions (the “ Lenders ”) from time to time parties to the Debtor-In-Possession Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, Hudson, the Lenders, the Administrative Agent, BNP Paribas, as Issuing Bank, and the other Agents party thereto.

WHEREAS, on July 12, 2009 (the “ Petition Date ”), the Borrower and Hudson filed a voluntary petition with the United States Bankruptcy Court for the Western District of Michigan (the “ Bankruptcy Court ”) initiating cases under Chapter 11 of the Bankruptcy Code (collectively, the “ Bankruptcy Cases ” and, individually, a “ Bankruptcy Case ”).

WHEREAS, the Borrower, a debtor and debtor-in-possession, and Hudson, a debtor and debtor-in-possession, have continued in the possession of their respective assets and in the management of their respective businesses as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make available to the Borrower a debtor-in-possession revolving line of credit for loans,

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Obligors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders.

NOW, THEREFORE, in consideration of the premises herein and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Obligor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows:

Section 1.01.     Definitions .

(a)     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement, and all uncapitalized terms which are defined in the UCC on the date hereof are used herein as so defined.

(b)     The following terms have the following meanings:

“ Agreement ” means this Debtor-In-Possession Guaranty and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“ Bankruptcy Cases ” or “ Bankruptcy Case ” has the meaning assigned to such term in the Recitals.

“ Bankruptcy Code ” means Title 11, United States Code, as amended from time to time.

“ Bankruptcy Court ” has the meaning assigned to such term in the Recitals.

“ Borrower Obligations ” means the collective reference to the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of the Borrower and the Subsidiaries (including, without limitation, all Indebtedness) of every kind or description arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Guaranteed Documents, including, without limitation, the unpaid principal of and interest on the Loans and the LC Exposure and all other obligations and liabilities of the Borrower and the Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and LC Exposure) to the Guaranteed Creditors, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, the Guaranteed Documents, whether on account of principal, interest, premium, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all costs, fees and disbursements of counsel to the Guaranteed Creditors that are required to be paid by the Borrower pursuant to the terms of any Guaranteed Documents).

“ Collateral ” has the meaning assigned to such term in Section 3.01.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and Claims associated therewith.

“ Guarantee ” has the meaning assigned to such term in Section 2.01(c).

“ Guaranteed Creditors ” means the collective reference to the Administrative Agent and the Lenders.

“ Guaranteed Documents ” means the collective reference to the Credit Agreement, the other Loan Documents and any other document made, delivered or given in connection with any of the foregoing.

“ Guarantor Obligations ” means with respect to any Guarantor, the collective reference to (a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of such Guarantor of every kind or description, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, any Guaranteed Document to which such Guarantor is a party, in each case, whether on account of principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any Guaranteed Creditor under any Guaranteed Document).

“ Guarantors ” means the collective reference to each Obligor other than the Borrower.

“ Issuers ” means the collective reference to each issuer of a Pledged Security.

“ LLC ” means, with respect to each Pledgor, each limited liability company described or referred to on Schedule 2 in which such Pledgor holds a membership interest.

“ LLC Agreement ” means each operating agreement relating to an LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time.

“ Obligations ” means: (a) in the case of the Borrower, the Borrower Obligations, (b) in the case of each Guarantor, its Guarantor Obligations and (c) in the case of each Pledgor, its Pledgor Obligations.

“ Obligor ” has the meaning assigned to such term in the Recitals.

“ Obligor Accounts ” means all deposit accounts, securities accounts, and commodity accounts now owned or hereafter acquired by each Obligor, including, without limitation, all of those listed on Schedule 4.

“ Obligor Claims ” has the meaning assigned to such term in Section 8.01.

“ Partnership ” means, with respect to each Pledgor, each partnership described or referred to on Schedule 2 in which such Pledgor is a limited or general partner.

“ Partnership Agreement ” means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified.

“ Permitted Liens ” has the meaning assigned to such term in Section 4.02

“ Petition Date ” has the meaning assigned to such term in the Recitals.

“ Pledged LLC Interests ” means, with respect to each Pledgor, all right, title and interest of such Pledgor as a member of each LLC and all right, title and interest of any Pledgor in, to and under each LLC Agreement.

“ Pledged Notes ” means all promissory notes listed on Schedule 2, all intercompany notes at any time issued to any Guarantor and all other promissory notes issued to or held by any Guarantor (other than promissory notes issued in connection with extensions of trade credit by any Guarantor in the ordinary course of business).

“ Pledged Partnership Interests ” means, with respect to each Pledgor, all right, title and interest of such Pledgor as a limited or general partner in all Partnerships and all right, title and interest of any Pledgor in, to and under the Partnership Agreements.

“ Pledged Securities ” means: (a) the Equity Interests described or referred to on Schedule 2 (as the same may be supplemented from time to time pursuant to a Supplement in substantially the form of Annex II); (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such securities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, Claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (v) all security entitlements in respect of any of the foregoing, if any and (vi) all books and records relating to any of the Property referred to in this definition, and (c) the Pledged Notes.

“ Pledgor ” means any Obligor that now or hereafter pledges Collateral hereunder.

“ Pledgor Obligations ” means with respect to any Pledgor, the collective reference to (a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness, liabilities, obligations and undertakings of such Pledgor of every kind or description, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, any Guaranteed Document to which such Pledgor is a party, in each case, whether on account of principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to any Guaranteed Creditor under any Guaranteed Document).

“ Proceeds ” means all “proceeds” as such term is defined in Section 9-102(64) of the Uniform Commercial Code in effect in the State of Texas on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of Texas; provided , however , that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Administrative Agent’s and the Guaranteed Creditors’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Texas, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.

Section 1.02.     Other Definitional Provisions .  Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Pledgor, refer to such Pledgor’s Collateral or the relevant part thereof.

Section 1.03.     Rules of Interpretation .  Section 1.04 of the Credit Agreement is hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis .

Section 2.01.     Guarantee .

(a)     Each of the Guarantors hereby jointly and severally, unconditionally and irrevocably, guarantees to the Guaranteed Creditors and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations.  This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.

(b)     Anything herein or in any other Guaranteed Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Guaranteed Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.02).

(c)     Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II (the ” Guarantee ”) or affecting the rights and remedies of any Guaranteed Creditor hereunder.

(d)     Each Guarantor agrees that if the maturity of the Borrower Obligations is accelerated for any reason, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor.  The guarantee contained in this Article II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and all of the Commitments are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding.

(e)     No payment made by any Obligor, any other guarantor or any other Person or received or collected by any Guaranteed Creditor from any Obligor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and all of the Commitments are terminated.

Section 2.02.     Right of Contribution .  Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.03. The provisions of this Section 2.02 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Creditors, and each Guarantor shall remain liable to the Guaranteed Creditors for the full amount guaranteed by such Guarantor hereunder.

Section 2.03.     No Subrogation .  Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Creditor, no Guarantor shall be entitled to be subrogated to any of the rights of any Guaranteed Creditor against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Guaranteed Creditor for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Guaranteed Creditors on account of the Borrower Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit shall be outstanding and all of the Commitments are terminated.  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any Letters of Credit shall be outstanding or any of the Commitments are in effect, such amount shall be held by such Guarantor in trust for the Guaranteed Creditors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in accordance with Section 10.03 of the Credit Agreement.

Section 2.04.     Amendments, Etc. with Respect to the Borrower Obligations .  Each Guarantor shall remain obligated hereunder, and such Guarantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Guarantor and without notice to, demand upon or further assent by any Guarantor (which notice, demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for payment of any of the Borrower Obligations made by any Guaranteed Creditor may be rescinded by such Guaranteed Creditor or otherwise and any of the Borrower Obligations continued; (b) the Borrower Obligations, the liability of any other Person upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Guaranteed Creditor; (c) any Guaranteed Document may be amended, modified, supplemented or terminated, in whole or in part, as the Guaranteed Creditors may deem advisable from time to time; (d) any collateral security, guarantee or right of offset at any time held by any Guaranteed Creditor for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Borrower’s Obligations may from time to time be obligated on the Borrower’s Obligations or any additional security or collateral for the payment and performance of the Borrower’s Obligations may from time to time secure the Borrower’s Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally.  No Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the Guarantee or any Property subject thereto.

Section 2.05.     Waivers .  Each Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Guaranteed Creditor upon the Guarantee or acceptance of the Guarantee; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee and no notice of creation of the Borrower Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Guaranteed Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the Guarantee.  Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations.

Section 2.06.     Guarantee Absolute and Unconditional .

(a)     Each Guarantor understands and agrees that the Guarantee is, and shall be construed as, a continuing, completed, absolute and unconditional guarantee of payment, and each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following:

(i)     the invalidity or unenforceability of any Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Creditor;

(ii)    any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Guaranteed Creditor;

(iii)   the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding (other than the Bankruptcy Cases);

(iv)   any Disposition of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or the Guarantor;

(v)    any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor;

(vi)   the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations;

(vii)  the absence of any attempt to collect the Obligations or any part of them from any Obligor;

(viii)  (A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111 (b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s Claim (or Claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien held by the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a Claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding; or

(ix)   any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Borrower or such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the Guarantee, in bankruptcy or in any other instance.

(b)     When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Section 2.07.     Reinstatement .  The guarantee contained in this Article II shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Guaranteed Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of their respective Properties, or otherwise, all as though such payments had not been made.

Section 2.08.     Payments .  Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, without set-off, deduction or counterclaim in dollars, in immediately available funds, at the offices of the Administrative Agent specified in Section 13.01 of the Credit Agreement.

Section 3.01.     Grant of Security Interest .  Each Pledgor hereby pledges, assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, a valid, binding, continuing and enforceable security interest in and to all of such Pledgor’s tangible and intangible pre-Petition Date and post-Petition Date Property (other than Avoidance Actions and the proceeds or property recovered in respect of such Avoidance Actions), whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Collateral ”), as collateral security for the full, prompt and complete payment and due performance when due (whether at the stated maturity, by acceleration or otherwise) of such Pledgor’s Obligations, including, without limitation, the following:

(1)           all Pledged Securities;

(2)           all Pledged Notes;

(3)           all Obligor Accounts;

(4)           all Accounts;

(5)           all Documents;

(6)           all Instruments;

(7)           all Inventory;

(8)           all Equipment;

(9)           all Deposit Accounts;

(10)         all Investment Property;

(11)         all Fixtures;

(12)         all Chattel Paper;

(13)         all General Intangibles;

(14)         all Letter-of-Credit Rights;

(15)         all As-Extracted Collateral;

(16)         all Commercial Tort Claims;

(17)         all Software;

(18)         all moneys and property of any kind of Pledgor in the possession or in the control of the Administrative Agent or any Lender;

(19)         all books and records pertaining to the Collateral; and

(20)         to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, whether arising from Section 552(b) of the Bankruptcy Code or otherwise, and all collateral security and guarantees given by any Person with respect to any of the foregoing.

Section 3.02.     Pre-Petition First Lien Administrative Agent acting as Bailee; Transfer of Pledged Securities .

(a)           In connection with the perfection or preservation of any Lien on the Collateral granted in this Agreement, and as collateral security for the Obligations, each Obligor and the Pre-Petition First Lien Administrative Agent hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein or in any other agreement, document or instrument, the Pre-Petition First Lien Administrative Agent shall act as bailee of the Administrative Agent to the extent that the Pre-Petition First Lien Administrative Agent has, or at any time hereafter may have, possession or control (or an agent or bailee of the Pre-Petition First Lien Administrative Agent currently has, or at any time hereafter may have, possession or control) of any portion of the Collateral as a result of, or in connection with, this Agreement, the Pre-Petition First Lien Credit Agreement and the other related Pre-Petition Loan Documents.

(b)           To the extent requested in writing by the Administrative Agent to the Pre-Petition First Lien Administrative Agent, all certificates or instruments representing or evidencing the Pledged Securities (including any held by the Pre-Petition First Lien Administrative Agent or any bailee thereof to secure Pre-Petition Secured Indebtedness) shall promptly be delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent (and the Obligors shall cause the Pre-Petition First Lien Administrative Agent to deliver such certificates and instruments to the Administrative Agent or a Person designated by the Administrative Agent) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Administrative Agent.  Notwithstanding the preceding sentence, at the Administrative Agent’s discretion, all certificated Pledged Securities must be delivered or transferred in such manner as to permit the Administrative Agent to be a “protected purchaser” to the extent of its security interest as provided in Section 8-303 of the UCC (if the Administrative Agent otherwise qualifies as a protected purchaser).  During the continuance of an Event of Default (but subject to the terms of the Financing Orders), the Administrative Agent shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 6.04.  In addition, during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Section 3.03.     Priority .  Except to the extent provided otherwise in the Interim Order or the Final Order, as applicable, each Obligor hereby agrees that the Indebtedness shall (i) constitute super-priority allowed administrative expense claims in the Bankruptcy Case having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the Borrower and HPPC now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person, subject, as to priority, only to the Carve-Out, the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the Financing Orders, shall not be subject to any Claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Code.

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Obligor hereby represents and warrants to the Administrative Agent and each Lender that:

Section 4.01.     Representations in Credit Agreement .  In the case of each Guarantor, the representations and warranties set forth in Article VII of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party are true and correct in all material respects, provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 4.01, be deemed to be a reference to such Guarantor’s knowledge.

Section 4.02.     Title; No Other Liens .  Except for the security interest granted to the Administrative Agent for the ratable benefit of the Guaranteed Creditors pursuant to this Agreement, such Pledgor is the record and beneficial owner of its respective items of the Collateral free and clear of any and all Liens except those Liens permitted under Section 9.03 of the Credit Agreement (“ Permitted Liens ”), and has the power to transfer each item of the Collateral in which a Lien is granted by it hereunder, free and clear of any Lien other than Permitted Liens.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as may have been filed in favor of the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, pursuant to this Agreement or the Security Instruments, and except for filings related to the Pre-Petition Secured Indebtedness and Permitted Liens.

Section 4.03.     Perfected First Priority Liens .  The security interests granted pursuant to this Agreement, upon entry of the Interim Order, if applicable, or, if the Final Order has been entered as of the date hereof, the Final Order, (a) will constitute valid, perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, as collateral security for such Pledgor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Pledgor and any Persons purporting to purchase any Collateral from such Pledgor and (b) have the priorities set forth in Section 3.03 with respect to the Collateral in existence on the date hereof.

Section 4.04.     Obligor Information .  On the date hereof, the correct legal name of such Obligor, all names and trade names that such Obligor has used in the last five (5) years, such Obligor's jurisdiction of organization and each jurisdiction of organization of such Obligor over the last five (5) years, organizational number, taxpayer identification number, and the location(s) of such Obligor's chief executive office or sole place of business over the last five (5) years are specified on Schedule 3.

Section 4.05.     Pledged Securities .

(a)     The Pledged Securities required to be pledged hereunder and under the Credit Agreement by such Pledgor are listed on Schedule 2.  The shares of Pledged Securities pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Pledgor (or in the case of any Issuer that is a Foreign Subsidiary, 65% of all the issued and outstanding shares of all classes of the Equity Interests of such Issuer).  All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or Claims of, any other Person, except Permitted Liens and the security interest created by this Agreement, and has the power to transfer the Pledged Securities in which a Lien is granted by it hereunder, free and clear of any Lien except for Permitted Liens.

(b)     There are no restrictions on transfer (that have not been waived or otherwise consented to) in the applicable LLC Agreement governing any Pledged LLC Interest and the applicable Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement.  Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership Interests, a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Pledgor, such Pledgor ceases to be a member or partner, as the case may be.

Section 4.06.     Benefit to the Guarantor .  The Borrower is a member of an affiliated group of companies that includes each Guarantor and the Borrower and the other Guarantors are engaged in related businesses.  Each Guarantor is an Affiliate of the Borrower and its guaranty and surety obligations pursuant to this Agreement reasonably may be expected to benefit, directly or indirectly, it; and it has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business of such Guarantor and the Borrower.

Section 4.07.     Obligor Accounts .  Obligor does not own, hold, maintain, or have any right or interest in or to any deposit accounts, securities accounts or commodity accounts other than those listed on Schedule 4 hereto.  Schedule 4 contains a true and complete list of all deposit accounts, securities accounts and commodity accounts in which each Obligor holds any right or interest including the name of the bank or institution where such Obligor Account is held, and the full and correct account number for each such Obligor Account.

Section 4.08.     Perfection .  Notwithstanding anything to the contrary contained herein or elsewhere:

(a)     the Administrative Agent's Liens on Collateral of the Obligors shall be deemed valid and perfected by entry of the Interim Order, if applicable, and the Final Order, as the case may be, which entry of the Final Order shall have occurred on or prior to the Effective Date.  Neither the Administrative Agent nor any other Secured Party shall be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on Collateral granted by or pursuant to this Agreement, the Interim Order, if applicable, the Final Order or any other Loan Document.  If the Administrative Agent or the Majority Lenders shall, in its or their sole discretion, from time to time elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent's Liens on Collateral, all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date of the Effective Date.

(b)     The Liens, lien priorities and other rights and remedies granted to the Administrative Agent and the other Secured Parties pursuant to this Agreement, the Interim Order, if applicable, the Final Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of debt by any Obligor (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Bankruptcy Cases, or by any other act or omission whatsoever.  Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission:

(i)     other than as provided in the Financing Orders or the Loan Documents, the Administrative Agent's Liens on Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and

(ii)    the Administrative Agent's Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent's Liens under applicable non-bankruptcy law.

Each Obligor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Borrower Obligations shall have been paid in full in cash, no Letter of Credit shall be outstanding and all of the Commitments shall have terminated:

Section 5.01.     Covenants in Credit Agreement .  In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

Section 5.02.     Maintenance of Perfected Security Interest; Further Documentation .  In the case of each Pledgor, such Pledgor agrees that:

(a)     it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.03 and shall defend such security interest against the Claims and demands of all Persons whomsoever.

(b)     it will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

(c)     at any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, it will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the delivery of certificated securities and the filing of any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby.

Section 5.03.     Changes in Locations, Name, Etc .  Such Obligor recognizes that financing statements pertaining to the Collateral have been or may be filed where such Obligor maintains any Collateral or is organized.  Without limitation of Section 8.01(n) of the Credit Agreement or any other covena