Common use of Collateral and Guarantees Clause in Contracts

Collateral and Guarantees. (a) The Secured Obligations shall be secured by the following on a pari passu basis: (i) first priority perfected security interest in all inventory, accounts, equipment, instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof; (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof). (iii) first priority perfected security interest in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof; (iv) first priority perfected security interest in 66% of the outstanding equity interests of each Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary (or if the Borrower or the Domestic Subsidiaries shall own less than 66% of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value exceeding $15,000,000 as of the date hereof; and (v) first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (vi) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof; and (vii) joint and several guaranty by the Parent. (b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value exceeding $25,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of the total book value of its assets.

Collateral and Guarantees. 18.1 To secure compliance with the Lessee’s obligations under this Agreement and all its appendices, when signing this Agreement, the Lessee will give the Lessor an automatic, unconditional financial bank guarantee from an Israeli bank to the order of Gav Yam Lands Corporation Ltd., the Lessor’s legal representative, which may take action with it at its discretion, subject to the provisions of this Agreement. e. NIS 888,000 plus duly required VAT, and a total of NIS 1,038,960 (a) it is clarified that in the Option Period, the amount of the Bank Guarantee will be updated according to the revised Rent plus duly required VAT). It is clarified that in any event, provision of the Bank Guarantee constitutes a condition for handover of possession of the Leasehold to the Lessee. However, if handover of possession to the Lessee is delayed due to a delay in providing the Bank Guarantee to the Lessor as aforesaid, beyond the fact that the delay in providing it constitutes a breach by the Lessee, the Lessee will in any case be liable for all payments applicable to it under the Agreement as from the Date of Delivery as defined above (even if in practice possession of the Leasehold has not yet been handed over to the Lessee under such circumstances). The Secured Obligations Bank Guarantee shall be secured by linked to the following on a pari passu basis: (i) first priority perfected security interest in all inventory, accounts, equipment, instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof; (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of Consumer Price Index from the date of issue and shall be valid for 12 months from the 2007 Credit Agreement date of issue. No later than 14 days before the beginning of every Lease year, or no later than 14 days before the guarantee expires, whichever comes first, the guarantee will be extended for another 12 (as defined in Recital A hereoftwelve) months, until the end of the Lease Term plus a further 90 (ninety) days after the end of the Lease (or Option, if exercised). 18.2 For avoidance of doubt, it is stipulated between the Parties that extension of the validity of the Bank Guarantee on the foregoing dates is one of the Lessee’s fundamental obligations under this Agreement and that if the Bank Guarantee or part thereof is exercised by the Lessor, the Lessee will be required to provide the Lessor with a new Bank Guarantee in lieu of the guarantee so exercised, up to the amount of the original guarantee plus Linkage Differentials, within 7 (iiiseven) first priority perfected security interest days of receipt of the guarantee exercise notice. It is clarified that exercise of the Bank Guarantee by the Lessor will be up to the amount of the damage arising from the breach only, subject to advance written notice of 10 (ten) business days to the Lessee of the Lessor’s intention to do so. 18.3 At the end of the Lease Term and on the Date of Delivery of the Leasehold by the Lessor, the Lessee must provide the Lessor with settlement confirmation of all payments and taxes applicable to and paid by it up to the date of vacation and return to the Lessor of the Leasehold and/or in all outstanding shares respect of stock the Lease Term under this Agreement. 18.4 Deleted. 18.5 The Bank Guarantee will be returned to the Lessee 90 (ninety) days after the end of the Initial Lease Term or partnership or membership interestsOption Period, as the case may be, or following provision of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 all confirmations required as specified in section 17.3 above, whichever comes first. For avoidance of doubt, it is hereby clarified that deposit of the date hereof; (iv) first priority perfected security interest in 66% of the outstanding equity interests of each Foreign Subsidiary owned directly by the Borrower or Bank Guarantee as aforesaid is a Domestic Subsidiary (or if the Borrower or the Domestic Subsidiaries shall own less than 66% of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value exceeding $15,000,000 as of the date hereof; and (v) first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (vi) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof; and (vii) joint and several guaranty by the Parentfundamental condition to this Agreement. (b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value exceeding $25,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of the total book value of its assets.

Collateral and Guarantees. (a) The On the Closing Date, the Secured Obligations shall be secured by the following on a pari passu basisfollowing: (i) first priority perfected security interest interests in all of the Borrowing Base Parties’ (A) inventory, accounts, equipment, instruments, chattel paper, documents, documents and general intangibles and (B) Deposit Accounts, Securities Accounts and Commodity Accounts (other than any Uncontrolled Account for so long as it is an Uncontrolled Account) subject to Control Agreements delivered pursuant to Section 2.18(e), in each case, together with all products and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof; (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof). (iii) first priority perfected security interest interests in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereofGuarantor; (iviii) first priority perfected security interest interests in 66% of the outstanding equity interests Equity Interests of each first tier Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary Guarantor as of the Closing Date (or if the Borrower or the Domestic Subsidiaries such Subsidiary Guarantor shall own less than 66% of the outstanding equity interestsEquity Interests, then all of the equity interests Equity Interests owned by them) and having assets with a total book value Adjusted Book Value exceeding $15,000,000 as of the date hereof; and25,000,000; (viv) a first priority perfected security interest in the Parent’s entire membership interest of the Borrower;; and (viv) joint and several guaranties by the Parent and each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof; and (vii) joint and several guaranty by the ParentSubsidiary Guarantor. (b) In On the Closing Date and thereafter until the Obligations are paid in full in cash, the amount of the Obligations that will be secured by the Collateral (the “Secured Obligations”) will be limited to the highest maximum principal amount permitted to be secured under the indenture dated as of December 6, 2011, as amended (the “7.125% Senior Notes Indenture”), relating to the 7.125% Senior Notes due 2021 (the “7.125% Senior Notes”) without triggering the equal and ratable provisions thereof. (c) On any date, if the Obligations or any portion thereof which are not then secured by Collateral may become so secured pursuant to the terms of the Senior Notes without triggering the equal and ratable provisions thereof, such Obligations or portion thereof, as applicable, shall automatically be Secured Obligations in accordance with the terms of this Agreement and the other Loan Documents. (d) On any date, in the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value Adjusted Book Value exceeding $25,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to cause such Subsidiary to become a Subsidiary Guarantor and to execute or cause to be executed, within 60 30 days (or such later date as may be reasonably agreed to by the Administrative Agent) after the end of such fiscal quarter, Collateral Documents reasonably required by the Administrative Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). In addition, if any Domestic Subsidiary incurs or otherwise becomes liable for any Funded Indebtedness or Guarantee Obligation, such Subsidiary shall contemporaneously become a Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent. The Borrower shall also, if requested by the Administrative Agent, deliver to the Administrative Agent certificates and legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of its total Adjusted Book Value. Notwithstanding the total book value foregoing, the aggregate Adjusted Book Value of all Domestic Subsidiaries not subject to the guaranty and collateral requirements of this Section 2.18 shall at no time exceed $200,000,000. (e) The Parent, the Borrower and its assets.Domestic Subsidiaries shall be subject to cash dominion at all times from the Closing Date through the Termination Date. All Deposit Accounts, Securities Accounts and Commodities Accounts (other than any Uncontrolled Account for so long as it is an Uncontrolled Account) of the Parent, the Borrower and its Domestic Subsidiaries shall be Controlled Accounts; provided that all proceeds of any Loan shall be deposited into a Deposit Account that is a Controlled Account and maintained with the Administrative Agent. The Parent and the Borrower will, and will cause each of the Borrower’s Domestic Subsidiaries to, in connection with any Deposit Account, Securities Account or Commodity Account (other than any Uncontrolled Account for so long as it is an Uncontrolled Account), enter into and deliver to the Administrative Agent a Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent, on the following dates (or, in each case, such later date as the Administrative Agent may agree in its sole discretion): (i) the Closing Date or (ii) with respect to Deposit Accounts, Securities Accounts and Commodities Accounts of the Borrower and its Domestic Subsidiaries (other than any Uncontrolled Account for so long as it is an Uncontrolled Account) established on or after the Closing Date, promptly but in any event within thirty (30) days of the date such account is established. During a Cash Dominion Trigger Period (defined below), cash on hand and collections which are received into any Controlled Account shall be swept on a daily basis and to the

Collateral and Guarantees. (a) The Secured Obligations shall be secured by the following on a pari passu basisfollowing: (i) first priority perfected security interest interests in all of the Borrowing Base Parties’ (A) inventory, accounts, equipment, instruments, chattel paper, documents, documents and general intangibles and (B) Deposit Accounts, Securities Accounts and Commodity Accounts (other than any Uncontrolled Account for so long as it is an Uncontrolled Account) subject to Control Agreements delivered pursuant to Section 2.18(e), in each case, together with all products and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof; (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof). (iii) first priority perfected security interest interests in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereofGuarantor; (iviii) first priority perfected security interest interests in 66% of the outstanding equity interests Equity Interests of each first tier Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary Guarantor as of the Closing Date (or if the Borrower or the Domestic Subsidiaries such Subsidiary Guarantor shall own less than 66% of the outstanding equity interestsEquity Interests, then all of the equity interests Equity Interests owned by them) and having assets with a total book value exceeding $15,000,000 as of the date hereof; and); (viv) a first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (v) a first priority perfected security interest in all other property otherwise described as Collateral in any Collateral Documents now existing or hereafter acquired; and (vi) joint and several guaranties by the Parent and each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof; and (vii) joint and several guaranty by the ParentSubsidiary Guarantor. (b) In [Reserved]. (c) On any date, in the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value Adjusted Book Value exceeding $25,000,000 5,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to cause such Subsidiary to become a Subsidiary Guarantor and to execute or cause to be executed, within 60 thirty (30) calendar days (or such later date as may be reasonably agreed to by the Administrative Agent) after the end of such fiscal quarter, Collateral Documents reasonably required by the Administrative Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). In addition, if any Domestic Subsidiary incurs or otherwise becomes liable for any Funded Indebtedness or Guarantee Obligation, such Subsidiary shall contemporaneously become a Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent. The Borrower shall also, if requested by the Administrative Agent, deliver to the Administrative Agent certificates and legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of its total Adjusted Book Value. Notwithstanding the total book value foregoing, the aggregate Adjusted Book Value of all Domestic Subsidiaries not subject to the guaranty and collateral requirements of this Section 2.18 shall at no time exceed $20,000,000. (d) The Parent, the Borrower and its assetsDomestic Subsidiaries shall be subject to cash dominion at all times from the Closing Date through the Termination Date. All Deposit Accounts, Securities Accounts and Commodity Accounts (other than any Uncontrolled Account for so long as it is an Uncontrolled Account) of the Parent, the Borrower and its Domestic Subsidiaries shall be Controlled Accounts; provided that all proceeds of any Loan shall be deposited into a Deposit Account that is a Controlled Account and maintained with the Administrative Agent. The Parent and the Borrower will, and will cause each of the Borrower’s Domestic Subsidiaries to, in connection with any Deposit Account, Securities Account or Commodity Account (other than any Uncontrolled Account for so long as it is an Uncontrolled Account), enter into and deliver to the Administrative Agent a Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent, on or prior to the following dates (or, in each case, such later date as the Administrative Agent may agree in its sole discretion): (i) the Closing Date or (ii) with respect to Deposit Accounts, Securities Accounts and Commodity Accounts of the Borrower and its Domestic Subsidiaries (other than any Uncontrolled Account for so long as it is an Uncontrolled Account) established on or after the Closing Date, on or prior to the date on which such Deposit Account, Securities Account or Commodity Account ceases to be an Uncontrolled Account. During a Cash Dominion Trigger Period (defined below), cash on hand and collections which are received into any Controlled Account shall be swept on a daily basis and to the extent necessarily any securities held in any Securities Account shall be liquidated and the cash proceeds swept into a blocked account maintained with the Administrative Agent (the “Concentration Account”) and used to prepay Loans and reimbursement obligations in respect of any L/C Disbursement and to cash collateralize L/C Exposure outstanding under this Agreement in accordance with Section 2.3(c). As used herein, a “Cash Dominion Trigger Period” shall mean a period which commences immediately upon (a) the occurrence of any Event of Default, (b) any date when Availability is less than the greater of (i) $20,000,000 and (ii) 15% of the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base or (c) on any date when Loans are outstanding. Once triggered, a Cash Dominion Trigger Period shall remain in effect at all times thereafter until (x) any period triggered under clause (a) of the foregoing sentence shall cease when such Event of Default is no longer continuing or has been waived in accordance with the Loan Documents, (y) any period triggered under clause (b) of the foregoing sentence shall cease on the date Availability exceeds the threshold set forth therein for at least thirty (30) consecutive calendar days and (z) any period triggered under clause (c) of the foregoing sentence shall cease on the date no Loans are outstanding.

Collateral and Guarantees. (a) The Secured Obligations Issuers shall be, and shall cause each Note Party to be, in compliance at all times with the Collateral and Guaranty Requirement. If, in connection with an initial public offering or any other Qualifying Equity Transaction, the GMHI Owned Shares shall become uncertificated or otherwise modified form their current form, the Note Parties shall take all actions and establish arrangements necessary or as otherwise reasonably requested by the Holder to ensure that the Transaction Liens on the GMHI Pledged Shares remain subject to a first-priority perfected security interest in favor of the Holder. (b) GHI and GFIH shall within seven (7) Business Days after the Issue Date (or such later date as agreed by the Holder) transfer the XXX.XX Pledged Shares from the issuer sponsored holding to CHESS Holding (as defined in the Australian Tripartite Agreement) subject at all times to the Liens created under the Specific Security Deed. (c) Provided that no Default or Event of Default has occurred and is continuing, the Administrative Issuer (on behalf of the relevant grantor) shall be secured by entitled, in connection with any repayment or prepayment in a minimum amount of £10,000,000 (a “Minimum Repayment Event”) pursuant to Section 6.1 or Section 6.2(a), (b), (e) or (f), to request the Holder release a portion of the Collateral constituting the GMHI Pledged Shares and/or(x) the XXX.XX Pledged Shares and (y) (so long as the GMHI Equity Transaction Condition has been, or concurrently with such release will be, satisfied) the GMHI Pledged Shares, on the following on a pari passu basis: (i) first priority perfected security interest such Collateral shall be reduced and released in an amount such that the Collateral Coverage Ratio calculated as of such date of such Minimum Repayment Event is at least 1.30:1.00, after giving effect to such release and the relevant payment; and (ii) all inventoryof the GMHI Pledged Shares shall be released from the Transaction Liens prior to the release of the XXX.XX Pledged Shares from the Transaction Liens (unless the Administrative Issuer and the Holder otherwise agree), accounts, equipment, instruments, chattel paper, documents, general intangibles and upon receipt by the Holder of any written request in respect of a release of Collateral in satisfaction of the foregoing requirements (including (i) supporting evidence for the calculation of the Collateral Coverage Ratio at such time after giving effect to such payment and proceeds thereof and (ii) in the case of inventory, all products thereof) any reduction of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as GMHI Pledged Shares, delivery to the Holder of new duly authorized, issued and signed certificates representing the reduced number of GMHI Pledged Shares and replacement stock powers indorsed in blank), at the cost and expense of the date hereof; Issuers, the Holder shall execute such releases and other documents and take such other actions as the Administrative Issuer may reasonably request (iiincluding delivery by the Holder of such directions (including to the CHESS Participant) first priority perfected ship mortgage as reasonably requested by the Administrative Issuer to effect the transfer of such excess number of XXX.XX common shares out of the XXX.XX Collateral Account) to evidence the release of the Liens on the liftboats, xxxxxxx barge and other large vessels owned by GMHI Pledged Shares and/or the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement XXX.XX Pledged Shares (as defined applicable) pursuant to this Section 10.12(c) in Recital A hereof)connection with such Minimum Repayment Event. (iiid) first priority perfected security interest in all If at any time the number of ordinary outstanding shares in XXX.XX held with the CHESS Participant in the XXX.XX Collateral Account (and subject to the Australian Tripartite Agreement) is greater than the number of stock or partnership or membership interestsordinary outstanding shares in XXX.XX then constituting the XXX.XX Pledged Shares, as then such excess number of XXX.XX shares shall be automatically released from the case may besecurity over the Collateral created by the Collateral Documents (and the Holder will, of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as following written request from the Administrative Issuer, promptly instruct the CHESS Participant to transfer such shares out of the date hereof; XXX.XX Collateral Account) and at such time the Note Parties shall, at its option, (ivx) first priority perfected security interest pledge additional GMHI Owned Shares (excluding, for the avoidance of doubt, GMHI Pledged Shares) in 66% favor of AXA in an amount equal to the Collateral Value of such released XXX.XX Pledged Shares (or other collateral at agreed valuations as shall be agreed among the Holder and the Administrative Issuer) or (y) make a prepayment of the outstanding equity interests principal amount of each Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary (or if Note in cash such that after giving effect to such prepayment the Borrower or the Domestic Subsidiaries shall own Collateral Coverage Ratio would not be less than 66% 1.30:1.00. For the purposes of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value exceeding $15,000,000 as of the date hereof; and (v) first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (vi) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof; and (vii) joint and several guaranty by the Parent. (b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value exceeding $25,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). Once a Domestic Subsidiary has executed Australian Collateral Documents, the Collateral Documents for that Domestic Subsidiary Holder consents to the release from the security constituted thereunder of any XXX.XX Pledged Shares referred to in this Section 10.12(d). In addition, if additional collateral is provided, the Note Parties shall remain in effect irrespective of take (or cause the total book value of its assetsrelevant grantors to take) all actions reasonably requested by the Holder to create or perfect the Liens over such collateral.

Collateral and Guarantees. (a) The Secured Obligations shall be secured by the following on a pari passu basisLiens: (i) in the case of the Revolving Obligations, Rate Management Obligations owed to one or more Lenders, and the Term Loan Obligations to the extent contemplated pursuant to 2.18(c): (A) first priority perfected security interest in all inventory, accounts, equipment, vessels (to the extent subject thereto on the Closing Date), instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof(except Oil Stop, L.L.C., Pro Active Compliance, L.L.C. and Superior Energy Colombia, LLC); (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof). (iiiB) first priority perfected security interest in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as (except Warrior and Oil Stop, L.L.C., Pro Active Compliance, L.L.C., Superior Energy Services Serviços de Petroleo do Brasil Ltda., and Superior Energy Colombia, LLC, and in the case of any direct Subsidiary of the date hereof; (iv) first priority perfected Borrower incorporated outside of the United States except Superior Energy Services Serviços de Petroleo do Brasil Ltda., the security interest in shall extend to 66% of the outstanding equity interests of each Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary (or if the Borrower or the Domestic Subsidiaries shall own less than 66% of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value exceeding $15,000,000 as of the date hereofshares thereof); and (vC) first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (viii) in the case of the Term Loan Obligations: (A) first priority perfected security interest in all inventory, accounts, equipment, vessels, vehicles having a book value in excess of $100,000 individually, instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of Warrior; (B) first priority perfected security interest in the Borrower’s entire membership interest of Warrior; and (C) joint and several guaranty of the Term Loan Obligations by Warrior; and (iii) in the case of all the Secured Obligations: (A) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof(except Oil Stop, L.L.C., Pro Active Compliance, L.L.C. and Superior Energy Colombia, LLC); and (viiB) joint and several guaranty by the Parent. (b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value exceeding $25,000,000 15,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). Once a Domestic Subsidiary has executed . (c) In the event of any deemed repayment and reborrowing of the Term Loans pursuant to Section 2.11(e), the amount of Term Loans so deemed reborrowed (together with interest thereon and any other amounts payable under the Loan Documents in respect thereof) shall, automatically and without further act of any party, become secured pursuant to the Shared Collateral Documents, provided that, without limiting the effect of the foregoing, to the extent at any time the aggregate outstanding principal amount of the Revolving Obligations shall increase in accordance with this Agreement to an amount not to exceed the lesser of $250,000,000 and the Aggregate Revolving Loan Commitment then in effect, the lien of the Shared Collateral Documents shall, automatically and without further act of any party, be released in respect of an amount of Term Loans equal to the amount of such increase. (d) With respect to any property acquired after the Closing Date by the Parent or any of its Subsidiaries that would be subject to the collateral obligations set forth in Sections 2.18 (a) and (b) (other than any property described in paragraph (e) below), as to which the Agent, for the benefit of the Lenders, does not have a perfected Lien, the Parent shall, and shall cause each of its Subsidiaries to, promptly (i) execute and deliver to the Agent such amendments to the Collateral Documents or such other documents as the Agent deems necessary or advisable to grant to the Agent, for that the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be requested by the Agent (in the case of Warrior, for the benefit of the Tranche B Term Lenders, in all other cases for the benefit of the Lenders). (e) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by Warrior or any of its Subsidiaries, the Borrower shall cause Warrior or any of its Subsidiaries to, promptly (i) execute and deliver a first priority mortgage, in favor of the Agent, for the benefit of the Lenders, covering such real property (in the case of Warrior, for the benefit of the Tranche B Term Lenders, in all other cases for the benefit of the Lenders), (ii) if requested by the Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Agent in connection with such mortgage, each of the foregoing in form and substance reasonably satisfactory to the Agent and (iii) if requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (f) Notwithstanding anything to the contrary in this Agreement, if the Tranche B Term Loan is not drawn by the Borrower by December 12, 2006, the Revolving Obligations and Rate Management Obligations owed to one or more Lenders shall be secured by (i) a first priority perfected security interest in all inventory, accounts, equipment, vessels, instruments, chattel paper, documents and general intangibles of Warrior, in the same terms as provided in Section 2.18(a)(i) for any other Domestic Subsidiary (for purposes of this paragraph, the definition of “Domestic Subsidiary” shall remain include Warrior), (ii) a first priority perfected security interest in effect irrespective all outstanding shares of the total book value stock of its assetsWarrior, and (iii) joint and several guaranty by Warrior.

Collateral and Guarantees. (a) The Secured Obligations shall be secured by the following on a pari passu basisfollowing: (iA) first priority perfected security interest in all inventory, accounts, equipment, vessels (to the extent subject thereto on the Closing Date), instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof; (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof). (iiiB) first priority perfected security interest in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof; hereof (iv) first priority perfected except that in the case of any direct Subsidiary of the Borrower incorporated outside of the United States except Superior Energy Services Serviços de Petroleo do Brasil Ltda., the security interest in shall extend to 66% of the outstanding equity interests of each Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary (or if the Borrower or the Domestic Subsidiaries shall own less than 66% of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value exceeding $15,000,000 as of the date hereofshares thereof); and (vC) first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (viD) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof; and (viiE) joint and several guaranty by the Parent. (b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value exceeding $25,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of the total book value of its assets.

Collateral and Guarantees. (a) The On the Closing Date, subject to Section 6.21, the Secured Obligations shall be secured by the following on a pari passu basis: (i) first priority perfected security interest in all inventory, accounts, equipment, instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value Book Value exceeding $15,000,000 35,000,000 as of the date hereof; (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof). (iii) first priority perfected security interest in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value Book Value exceeding $15,000,000 35,000,000 as of the date hereof; (iviii) first priority perfected security interest in 66% of the outstanding equity interests of each first tier Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary as of the date hereof (or if the Borrower or the Domestic Subsidiaries shall own less than 66% of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value Book Value exceeding $15,000,000 as of the date hereof; and35,000,000; (viv) first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (viv) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value Book Value exceeding $15,000,000 35,000,000 as of the date hereof; and (viivi) joint and several guaranty by the Parent. Notwithstanding the foregoing, the aggregate Book Value of all Domestic Subsidiaries not subject to the guaranty and collateral requirements of this Section 2.18 shall at no time exceed $250,000,000. (b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value Book Value exceeding $25,000,000 35,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Administrative Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). The Borrower shall also, if requested by the Administrative Agent, deliver to the Administrative Agent certificates and legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of its total Book Value. (i) On the total book value Closing Date and thereafter until the Obligations are paid in full in cash, the amount of its assetsthe Obligations that will be secured by the Collateral (the “Secured Obligations”) will be limited to the lowest maximum principal amount permitted to be secured under (x) the Indenture dated as of April 27, 2011, as amended, relating to the 6.375% Senior Notes due 2019 (the “6.375% Senior Notes”) and (y) Indenture dated as of December 6, 2011, as amended, relating to the 7.125% Senior Notes due 2021 (the “7.125% Senior Notes”) without triggering the equal and ratable provisions thereof. (ii) On any date, if the Obligations or any portion thereof which are not then secured by Collateral may become so secured pursuant to the terms of the Senior Notes without triggering the equal and ratable provisions thereof, such Obligations or portion thereof, as applicable, shall automatically be Secured Obligations in accordance with the terms of this Agreement and the other Loan Documents. (d) In no event shall (a) control agreements or control or similar arrangements be required with respect to any Collateral that is perfected by control (except as otherwise provided in any Collateral Document), (b) perfection (except to the extent perfected through the filing of Uniform Commercial Code financing statements or analogous filings in the jurisdiction of formation of the applicable Guarantor) be required with respect to letter of credit rights, commercial tort claims, motor vehicles or any other assets subject to certificates of title, (c) any mortgages be required to be delivered with respect to any real property interests, or (d) Collateral Documents governed by the laws of a jurisdiction other than the United States or any state thereof be required.

Collateral and Guarantees. (a) The On the Closing Date, subject to Section 6.21, the Secured Obligations shall be secured by the following on a pari passu basis: (i) first priority perfected security interest in all inventory, accounts, equipment, instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value Book Value exceeding $15,000,000 35,000,000 as of the date hereof; (ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels liftboats owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof).; (iii) first priority perfected security interest in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value Book Value exceeding $15,000,000 35,000,000 as of the date hereof; (iv) first priority perfected security interest in 66% of the outstanding equity interests of each first tier Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary as of the date hereof (or if the Borrower or the Domestic Subsidiaries shall own less than 66% of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value Book Value exceeding $15,000,000 as of the date hereof; and35,000,000; (v) first priority perfected security interest in the Parent’s entire membership interest of the Borrower; (vi) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value Book Value exceeding $15,000,000 35,000,000 as of the date hereof; and (vii) joint and several guaranty by the Parent. Notwithstanding the foregoing, the aggregate Book Value of all Domestic Subsidiaries not subject to the guaranty and collateral requirements of this Section 2.18 shall at no time exceed $250,000,000. (b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value Book Value exceeding $25,000,000 35,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Administrative Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). The Borrower shall also, if requested by the Administrative Agent, deliver to the Administrative Agent certificates and legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of its total Book Value. (c) On the total book value Closing Date, the amount of its assetsthe Loans and Letters of Credit that will be secured by the Collateral will be limited to the lowest maximum principal amount permitted to be secured under (x) the Indenture dated as of April 27, 2011 relating to the 6.375% Senior Notes due 2019 (the “2011 Notes”) and (y) the Indenture dated as of May 22, 2006 relating to the 6.875% Senior Notes due 2014 (the “2006 Notes”) without triggering the equal and ratable provisions thereof, provided that upon delivery of consolidated financial statements after the Closing Date to the trustee for the holders of the 2011 Notes and the 2006 Notes, such limitations on the principal amount of the Obligations secured by the Collateral set forth in clauses (x) and (y) above shall be eliminated.