-2-direct or indirect, absolute or contingent, matured or not, at any time owing by the Corporation tothe Secured Party under or in connection with each of the Transaction Documents and every part ofsuch liabilities and obligations (collectively, the “**Liabilities**”).3. **Rights as Secured Party to Enforce Debenture**The Secured Party is hereby authorized as the Secured Party of the Debenture, and without sellingor purchasing the Debenture, to exercise any and all rights of a Secured Party of the Debenture,both before and after the occurrence of an Event of Default under the Debenture (herein called an“**Event of Default**”), to enforce all terms, covenants, provisions and agreements therein contained,and after an Event of Default has occurred and is continuing, to enforce the security therebyconstituted and to exercise or cause to be exercised all or any of the remedies therein provided toor for the benefit of the Secured Party under the Debenture. Except as provided in Sections 8 and 9hereof, nothing herein shall be deemed to suspend or otherwise modify or affect the obligations ofthe Corporation or the rights of the Secured Party under the Debenture, all as provided in theDebenture.4. **Realization by Sale**In addition to the foregoing rights and remedies, the Secured Party shall be entitled, upon anEvent of Default occurring, to sell or otherwise dispose of the Debenture by public sale (includingpublic auction) or private or closed tender or by private contract, with only those notices, ifany, as are required by Applicable Law, and with or without advertising and without any otherformality (except as otherwise required by applicable law), and such sale or disposition shall beon such terms and conditions as to title, credit and otherwise and as to upset or reserve bid orprice as may seem advantageous to the Secured Party, and the Secured Party shall not be required toaccept the highest or any bid or tender at any public sale. The Secured Party may itself purchasethe Debenture unless prohibited from doing so by Applicable Law. The Secured Party may rescind orvary any contract for the sale or other disposition of the Debenture and may resell the Debenturewithout being answerable for any loss occasioned thereby, and may delay any sale or disposition ofthe Debenture in whole or in part.5. **Proceeds of Realization**The proceeds from any exercise or enforcement of all or any of the rights and remedies of theSecured Party hereunder shall be applied by the Secured Party on account of the Liabilities in suchorder or manner as the Secured Party and Corporation may agree to or, failing that, as the SecuredParty may determine, all without prejudice to the Secured Party’s claim upon the Corporation forany deficiency under the Liabilities, provided the Secured Party shall only be liable to accountfor amounts actually received by it.6. **Power of Attorney**To give full effect hereto, the Secured Party or any officer of the Secured Party is herebyappointed attorney irrevocably of the Corporation, with full power of substitution, for and in thename of the Corporation to sign and seal all documents and to fill in all blanks in signed powersof attorney and transfers necessary in order to complete the transfer of the Debenture to theSecured Party or its officers or to any purchaser.

 

-3-7. **Records**The records of the Secured Party as to payment of any Liabilities being in default or of any demandfor payment having been made will be *prima facie*evidence of such default or demand, absentmanifest error.8. **Satisfaction of Interest**Full payment by the Corporation to the Secured Party of interest as may be provided for in theNotes or the Asset Transfer Agreement for any period in respect of the debts, liabilities andobligations of the Corporation to the Secured Party thereunder shall be deemed to be payment infull satisfaction of any interest payment for the same period in respect of the correspondingPrincipal Sum provided for under the terms of the Debenture.9. **Principal Sum**Notwithstanding the Principal Sum of the Debenture and the interest rate provided for therein onsuch Principal Sum, the obligations secured by the deposit to the Secured Party of the Debenture asprovided for herein shall not exceed the amount of the Liabilities.10. **Charges and Expenses**The Corporation shall pay to the Secured Party all reasonable out-of-pocket costs and expenses,including all reasonable legal fees (on a solicitor and his own client basis) and other reasonableexpenses incurred by the Secured Party from time to time in the registration, enforcement,realization and collection of or in respect of this Agreement. All such amounts shall become partof the Liabilities, shall be payable by the Corporation on demand, shall bear interest at the rateset forth in the Debenture in respect of the principal amount thereof calculated from the dateincurred by the Secured Party to the date paid by the Corporation, and such amounts and interestshall be secured by the Debenture. This provision shall not be construed to limit any otherprovisions of the Debenture dealing with the charge-back to the Corporation of expenses incurred bythe Secured Party.11. **Remedies Not Exclusive**Each and every right, remedy and power conferred by this Agreement is in supplement of and inaddition to and not in substitution for any other right, remedy or power the Secured Party may havefrom time to time under this Agreement, the Debenture or the other Transaction Documents, or in anyother agreement or under the law in force at the time of the exercise of such right, remedy orpower. The Secured Party may proceed by way of any action, suit, remedy or other proceeding at lawor in equity and no such remedy for the enforcement of the rights of the Secured Party shall beexclusive of or dependent on any other such remedy. Any one or more of such remedies may from timeto time be exercised separately or in combination.Notwithstanding the foregoing, the Secured Party shall not be bound to deal with the Debenture, toexercise any right or remedy as aforesaid, or to preserve rights against other persons.

 

-4-12. **Extensions**The Secured Party may grant renewals, extensions of time and other indulgences, take, release andgive up securities, accept compositions, grant releases and discharges, perfect or fail to perfectany securities, and otherwise deal or fail to deal with the Corporation, guarantors, sureties andothers and with the Debenture and other securities as the Secured Party may see fit, all withoutprejudice to the liability of the Corporation to the Secured Party or the rights and powers of theSecured Party under this Debenture or the other Transaction Documents.13. **Amendments or Supplemental Debentures**Any amendments or supplemental debentures to or restatements of the Debenture shall, upon executionby the Corporation and delivery to the Secured Party, be deemed to be deposited hereunder andincluded in the term “Debenture” for the purposes hereof, unless expressly provided otherwise.14. **No Merger**Neither the taking of any judgment nor the exercise of any power of sale shall operate toextinguish the liability of the Corporation to make payment of, or to satisfy the Liabilities norshall the acceptance of any payment or alternate security constitute or create any novation, and itis further agreed that the taking of a judgment or judgments under any of the covenants hereincontained shall not operate as a merger of such covenants.15. **Governing Law**This Agreement shall be governed by and interpreted in accordance with the laws of the Province ofAlberta and the laws of Canada applicable therein and shall be treated as an Alberta contract. TheCorporation irrevocably submits to the non-exclusive jurisdiction of the courts of the Province ofAlberta, without prejudice to the rights of the Secured Party to take proceedings in any otherjurisdictions.16. **Assignment by Corporation**Subject to Section 4.1(t) of the Debenture, the Corporation shall not and cannot assign itsobligations under this Agreement, or take any steps or enter into any transaction of any naturewhich would have that effect, without the prior written consent of the Secured Party, which may bearbitrarily withheld. Subject thereto, all obligations of the Corporation hereunder shall bind theCorporation and its successors and assigns.17. **Assignment by Secured Party**Subject to any agreement to the contrary between the Corporation and the Secured Party, the SecuredParty may at any time assign this Agreement.

 

-5-18. **Copy Received**The Corporation acknowledges having received from the Secured Party a copy of this executedAgreement and waives its right to receive a copy of any financing statement or financing changestatement registered in respect thereof or any verification or confirmation statement provided inrespect thereof.19. **Severability**If one or more of the provisions of this Agreement is, or is adjudged to be, invalid, illegal orunenforceable in any respect, the validity, legality and enforceability of the remaining provisionshereof shall not in any way be affected or impaired thereby, and such invalid, illegal orunenforceable provision shall, to the extent permitted at law, be severable.20. **Waivers and Consents**No waiver of any provision hereof, or consent to any action or inaction shall be effective unlessthe same is in writing and signed by the party granting the same. Such waivers and consents shallnot extend to any matters other than those in respect of which the same were given, and the samemay be subject to such conditions as the party giving the same may stipulate.21. **Further Assurances** (a) Each party shall promptly cure any defect by it in the execution and deliveryof this Agreement. (b) The Corporation, at its expense, shall promptly deliver to the Secured Party,upon request by the Secured Party in writing, all such other and further documents,agreements, opinions, certificates and instruments (executed, as necessary) in order togive effect to the covenants and agreements of the Corporation in this Agreement, allas may be reasonably necessary or appropriate in connection therewith.22. **Not Bound to Advance or Commit**Neither the execution and delivery nor the registration of the Debenture shall for any reasonwhatsoever obligate or bind the Secured Party to advance any moneys or provide any credit or makeany commitment or, having advanced or committed a portion, obligate the Secured Party in any way toadvance or commit the balance or any further portion thereof; but nevertheless the Debenture andthe mortgages, charges and security interests thereby constituted shall take effect forthwith uponexecution of the Debenture and shall operate as security for the Liabilities.

 

-6-23. **Effective Notice**Any and all notices or other communications required or permitted pursuant to this Agreement shallbe in writing and shall be given in the manner stipulated in the Debenture.     **IN WITNESS WHEREOF**the Corporation has executed and delivered this Agreement as of the11th day of July, 2008.      **IVANHOE ENERGY INC.**