Common use of Collateral Security Clause in Contracts

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in the case of Real Property and motor vehicles, subject to the following proviso) first-priority security interest (subject only to Permitted Liens entitled to priority under Applicable LawLiens) in all Collateralassets of each Borrower (other than the Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock Capital Stock (or other Equity Interests in the case of a foreign Subsidiary, 65% of the Capital Stock) of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties Lenders and the Administrative Agent pursuant to the Pledge AgreementSecurity Documents; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power Capital Stock of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged)each foreign Subsidiary; provided that the Borrowers hereby agree, upon the request of notice from the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefordays, or such other later time, if any, titles to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles motor vehicles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s engineer's reports, surveys, environmental site assessments and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders and the Administrative Agent, a perfected first-priority security interest in such assets. The Borrowers hereby acknowledge that (i) any and all Uniform Commercial Code financing statements (together with all rights thereunder) filed in connection with the Existing Credit Agreement naming Fleet National Bank, provided that as secured party, and such Borrower, as debtor, have been, or simultaneously herewith are being, assigned to the Administrative Agent and shall be effective to perfect the Administrative Agent's security interest granted by such Borrower pursuant to the Loan Documents to the extent that any lease such security interest may be perfected by the filing of Uniform Commercial Code financing statements and (or operating/management agreement with respect toii) Real Property prohibits assignment such prior filings represent pre-filings of such lease (or operating/management agreement) without Uniform Commercial Code financing statements for purposes of so perfecting the consent security interest granted by the Borrowers under the Loan Documents. Until all of the lessor or another party thereunderObligations have been finally paid and satisfied in full, the provisions of this 12(b) shall continue to apply, and such filings shall continue to be effective and not subject to any right of termination in respect of the security interests granted herein, whether any obligations under the Existing Credit Agreement are to be discharged with the proceeds of any of the Loans or are to continue independently or otherwise. In the event the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but dispose of any assets in such eventaccordance with 8.4.2 (and 4.4.1 where applicable), the Administrative Agent will, at the Borrowers' sole cost and expense, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers agree may reasonably request in order to diligently and in good faith use its reasonable best efforts to obtain release the consent (which consent shall be in form and substance reasonably satisfactory Liens granted to the Administrative Agent) of the applicable lessor or other party Agent with respect to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)assets.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree Borrower agrees to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).

Collateral Security. (a) The Obligations shall be secured To secure the performance by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority Borrower of its obligations hereunder, and under Applicable Law) in all Collateralthe Notes and Security Instruments, whether now owned or hereafter acquiredincurred, pursuant matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modification and renewals thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the terms Agent, for the ratable benefit of the Security Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of the Banks, a first and prior security interest and lien on the Oil and Gas Properties, the stock of certain of the Subsidiaries, and the other collateral. Guarantor has heretofore executed and delivered its guaranty agreement guaranteeing the prompt payment and performance of Borrower's obligations hereunder and under the Notes. As security for the performance of its guaranty agreement, Guarantor has heretofore granted to Agent, for the ratable benefit of the Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of Banks, a first and prior lien on its Oil and Gas Properties. Guarantor shall execute this Agreement to confirm its consent to (i) the execution of the Agreement by Borrower, and (ii) the amendments contained therein. All Oil and Gas Properties, oil and gas related equipment, inventory and receivables, stock, notes and other collateral in which each Borrower is a party or Guarantor has heretofore or hereafter grants to the extent perfected by Agent, for the filing of UCC financing statements; (b) a pledge of 100% ratable benefit of the capital stock or other Equity Interests Banks, a first and prior lien (to the satisfaction of the Banks) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such Borrowers (other than the Parent) security interests and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a liens by Borrower shall be required pursuant to be so pledged Security Instruments in form and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company substance satisfactory to the Administrative Agent) pursuant . Borrower and Guarantor shall furnish to agreements reasonably the Agent the mortgage and title opinions and other documents satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection title and lien status of security its interests in such of the Motor Vehicles; Oil and Gas Properties covered by the Security Instruments as required in Section 12(n) and (iio) mortgages with respect hereof. Borrower and Guarantor will cause to Real Property be executed and delivered to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the ratable benefit of the Secured PartiesBanks, a perfected first-priority in the future, additional Security Instruments if the Agent deems such are necessary to insure perfection or maintenance of their security interest interests and liens in such assets, provided that to the extent that Collateral or any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)part thereof.

Collateral Security. (a) The Obligations shall be secured by (ai) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable applicable Law) in all Collateralpersonal property of the Domestic Loan Parties (other than Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower Domestic Loan Party is a party to the extent perfected by the filing of UCC financing statements; , and (bii) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers each Domestic Subsidiary (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiariesan Excluded Subsidiary) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower Domestic Loan Party shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged), in each case pursuant to the Pledge Agreement; provided that the Borrowers Domestic Loan Parties hereby agree, upon the request of the Administrative Agent and or the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower Domestic Loan Party (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent Company to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers Domestic Loan Parties shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (iiB) mortgages with respect to Material Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in Real Property and motor vehicles) first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralassets of each Borrower, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign SubsidiariesSubsidiaries and XXXX) to the Administrative Agent on behalf of the Secured Parties Lenders and the Agents pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain have retained Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties Lenders and the Agents with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, landlord consents and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders and the Agents, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree Borrower agrees to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to the terms Section 7.3 hereof: (i) all of the Security Agreement to which shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower is a party to the extent perfected now or hereafter directly or indirectly owned by the filing of UCC financing statementsBorrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (bii) a pledge of 100% certain of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and assets of the Non-Borrower Subsidiaries (other than and all proceeds thereof, all as more specifically described in the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Borrower Security Agreement; and (ciii) a pledge certain of the capital stock or other Equity Interests assets of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock now or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, hereafter directly or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title indirectly owned by a the Borrower (collectivelyand all proceeds thereof, “Motor Vehicles”) with the Administrative Agent listed all as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests more specifically described in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by Subsidiary Security Agreement. To the Administrative extent the Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security Agreement, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected first-priority security interest in such assets, provided that assets subject only to the extent that Liens permitted pursuant to Section 7.3 hereof. In connection with any lease sales of (or operating/management agreement assets permitted hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to) Real Property prohibits assignment of to such lease (or operating/management agreement) without the assets and no further consent of the lessor or another party thereunder, the Borrowers shall not Lenders will be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)to any such release.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected first-priority As security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to for the terms payment of the Security Agreement to which each Borrower is a party to Obligations, the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required cause to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided granted to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a first priority perfected first-Lien on and security interest in all of the following, whether now or hereafter existing or acquired subject only to the Liens permitted to be incurred pursuant to Section 7.3 hereof: (i) all of the shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) certain of the assets of the Borrower and all proceeds thereof, all as more specifically described in the Borrower Security Agreement and the Mortgages; and (iii) certain of the assets of each Subsidiary now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Subsidiary Security Agreement and the Mortgages. To the extent the Administrative Agent for the benefit of the Lenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Agreement, the Borrower will grant, and cause each other Loan Party to grant, to the Administrative Agent for itself and the benefit of the Lenders a first priority perfected security interest in such assets, provided that assets subject only to the extent that Liens permitted pursuant to Section 7.3 hereof. In connection with any lease sales of (or operating/management agreement assets permitted hereunder, the Administrative Agent will release and terminate the liens and security interests granted under the Security Documents with respect to) Real Property prohibits assignment of to such lease (or operating/management agreement) without the assets and no further consent of the lessor or another party thereunder, the Borrowers shall not Lenders will be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)to any such release.

Collateral Security. To secure the payment and performance by Borrowers of their indebtedness, liabilities and obligations hereunder, and under the Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefor, Borrowers have heretofore granted and assigned, and shall hereafter grant and assign, to Agent for the ratable benefit of the Lenders a Lien on certain of their Oil and Gas Properties, certain related equipment, oil and gas inventory and proceeds of the foregoing and Holding has heretofore granted and assigned to Agent, for the ratable benefit of the Lenders, a first and prior Lien on all of the issued and outstanding Capital Stock of the Company. To secure the performance of the Subsidiary Guarantors under the Subsidiary Guaranties, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including, extensions, modifications, renewals and increases thereof, and substitutions therefor, the Subsidiary Guarantors have heretofore granted and assigned, and shall hereafter grant and assign, to Agent, for the ratable benefit of the Lenders, a Lien on certain of their Oil and Gas Properties, certain related equipment, oil and gas inventory and the proceeds of the foregoing and a first and prior Lien on all of the issued and outstanding Capital Stock of their respective Subsidiaries that are Subsidiary Guarantors. To further secure the performance by the Borrowers hereunder, the Borrowers have heretofore granted, and shall hereafter grant, to the Agent, for the ratable benefit of the Lenders, (ai) a first and prior Lien on all of the issued and outstanding Capital Stock of each of their Material Domestic Subsidiaries, and (ii) a first and prior lien on sixty-six percent (66%) of the outstanding Capital Stock of their Foreign Subsidiaries, including but not limited to, Addison. Each pledge of a first and prior Lien on the Capital Stock of the Company and each Subsidiary Guarantor shall also secure the guaranty obligations of each grantor of such pledge with respect to the Canadian Credit Agreement. The Oil and Gas Properties heretofore and hereafter mortgaged to the Agent by the Borrowers and the Subsidiary Guarantors shall represent not less than 90% of the Engineered Value (as hereinafter defined) of the Borrowers' and the Subsidiary Guarantors' Oil and Gas Properties, taken as a whole. In addition to the mortgaging of the Oil and Gas Properties, the Company has provided, and shall hereafter provide, the Lenders with a Subsidiary Guaranty from each of its Material Domestic Subsidiaries (other than Borrowers). Obligations arising from (i) agreements arising from Rate Management Transactions between any Borrower or any Subsidiary Guarantor and one or more of the Lenders or an Affiliate of any of the Lenders and (ii) the Company's guaranty of obligations owed by Addison under the Canadian Credit Agreement shall be secured by the Collateral (aas hereinafter defined) on a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to pari passu basis with the terms indebtedness and obligations of the Security Agreement to which each Borrower is a party to Borrowers and Subsidiary Guarantors under the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock Loan Documents. All Oil and Gas Properties and other assets, properties or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect which Borrowers or any Subsidiary Guarantor has or may hereafter grant to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a perfected first-priority security interest first and prior Lien (to the satisfaction of the Agent) in accordance with this Section 6, including the Oil and Gas Properties, as such assets, provided that properties and interests are from time to time constituted, are hereinafter collectively called the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)"Collateral".

Collateral Security. The Borrowers will at all times cause (ai) The Obligations shall Petroleum Property representing in value, as determined by reference to the most recent Reserve Report, not less than 60% of the Hydrocarbon Property Base and (ii) all outstanding capital stock, limited liability company interests or partnership interests directly or indirectly owned by HEC of each wholly-owned and (to the extent not restricted by customary provisions in joint venture agreements or similar agreements) non-wholly owned Material Subsidiary of HEC (including without limitation any Person (including without limitation any Subsidiary) which becomes a Material Subsidiary after the date hereof), to be secured by (a) a perfected subject to valid first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Collateral Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesBanks pursuant to the Collateral Documents. In the event that the daily average aggregate unpaid principal amount of Debt of the Borrowers exceeds 50% of the Debt Limit for a period of ninety (90) days, the Required Banks may deliver to the Borrowers a written demand for additional collateral security pursuant to this Section. Upon receipt of such demand, the Borrowers will, or will cause its Subsidiaries to, grant to the Collateral Agent for the benefit of the Banks, within sixty (60) days of receipt of such demand, as security for the Indebtedness, a perfected first-priority security interest Lien on additional Petroleum Property such that Petroleum Property representing in such assetsvalue, provided that as determined by reference to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent most recent Reserve Report, not less than 80% of the lessor or another party thereunder, the Borrowers Hydrocarbon Property Base shall not thereafter be required subject to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently first-priority Liens. The Liens will be created and perfected by and in good faith use its reasonable best efforts to obtain accordance with the consent (which consent shall be provisions of security agreements and financing statements, deeds of trust or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative AgentRequired Banks in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. The Borrowers will furnish or cause to be furnished to each of the applicable lessor or other party Banks in connection therewith opinions satisfactory in form and substance to such leasehold mortgage (and, upon the receipt of such consent, Required Banks from counsel satisfactory to the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).Required Banks as to such

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to the terms Section 7.3 hereof: (i) all of the Security Agreement to which shares of capital stock (or other equity interests of each Borrower Subsidiary if such Subsidiary is not a party to the extent perfected by the filing corporation) of UCC financing statements; (b) a pledge of 100% each Subsidiary of the capital stock or other Equity Interests of such Borrowers Borrower (other than Timber Lodge so long as Timber Lodge is an Immaterial Subsidiary) now or hereafter directly or indirectly owned by the ParentBorrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) and certain of the Non-assets of the Borrower Subsidiaries and all proceeds thereof, all as more specifically described in the Borrower Security Agreement and the Mortgages; and (iii) certain of the assets of each Subsidiary now or hereafter directly or indirectly owned by the Borrower (other than Timber Lodge so long as Timber Lodge is an Immaterial Subsidiary) and all CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT proceeds thereof, all as more specifically described in the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent Security Agreement and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which Mortgages. To the Administrative extent the Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security Agreement or which consists of real property of the type described in subsection (c) below, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected first-priority security interest in such assets, provided that assets subject only to the extent that Liens permitted pursuant to Section 7.3 hereof. In connection with any lease sales of (or operating/management agreement assets permitted hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to) Real Property prohibits assignment of to such lease (or operating/management agreement) without the assets and no further consent of the lessor or another party thereunder, the Borrowers shall not Lenders will be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)to any such release.

Collateral Security. To secure the performance by Borrowers of their obligations hereunder, and under the Notes, the Guaranty and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrowers shall contemporaneously with or prior to the execution of this Agreement and the Notes, grant and assign to Agent for the ratable benefit of the Banks a first and prior Lien on (ai) The Obligations the Rigs, together with an assignment of the insurance covering such Rigs, the charter hire, drilling contract earnings and revenues of the Rigs, (ii) 66% of the voting stock of all foreign Material Subsidiaries, (iii) 100% of the voting stock of all domestic Material Subsidiaries, and (iv) the Subsidiary Notes. All agreements and obligations arising out of Rate Management Transactions between either Borrower and the Banks or their Affiliates shall be secured by (a) the Collateral and paid on a perfected first-priority security interest (subject to Permitted Liens entitled to priority pari passu basis with the indebtedness and obligations of such Borrower under Applicable Law) this Agreement and the other Loan Documents. The Rigs, stock and Subsidiary Notes and other collateral in all Collateral, whether now owned which Borrowers have herewith granted or hereafter acquired, pursuant grants to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the ratable benefit of the Secured Parties, Banks a perfected first-priority security interest in such assets, provided that first and prior Lien (to the extent that any lease satisfaction of (or operating/management agreement the Agent) in accordance with respect to) Real Property prohibits assignment this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the security interests and Liens by Borrowers shall not be required pursuant to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be Security Instruments in form and substance reasonably satisfactory to the Administrative Agent) . Borrowers will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' Liens in the Collateral or any part thereof. In addition to the granting of the applicable lessor or first and prior Liens referred to above, Borrowers shall also grant to the Banks a negative pledge on all of their other party assets (limited, in the case of the voting stock of foreign subsidiaries, to such leasehold mortgage (and, upon the receipt 66% of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect theretostock).

Collateral Security. As collateral security for the Secured ------------------- Obligations, on or before the first Credit Extension and as a condition precedent thereto, the Borrower shall execute and deliver, and shall cause to be executed and delivered, to the Agent for the benefit of the Lenders: (i) the Borrower Security Agreement pursuant to which the Borrower shall grant to the Agent for the benefit of the Lenders a first priority perfected security interest in and lien upon the collateral described therein, including, without limitation: (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or and hereafter acquired, pursuant to the terms acquired capital stock of all directly owned Subsidiaries of the Security Agreement to Borrower which each Borrower is a party to the extent perfected by the filing of UCC financing statements; are not Foreign Subsidiaries, (b) a pledge of 10066% of the capital all now owned and hereafter acquired voting stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; all Subsidiary Borrowers, and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 6566% of the total all now owned and hereafter acquired voting power stock of all outstanding capital stock or other Equity Interest of any such first-tier Significant Foreign Subsidiaries which are not Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agreeBorrowers, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property such additional documents, instruments and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (agreements, including, without limitation, the delivery of legal opinionsUCC-1 financing statements, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if requiredoriginal stock certificates and stock transfer powers, and a certification acknowledgments, consents of and notices to third parties, as the Agent may reasonably require. No later than 30 days following the initial Credit Extension Date the Borrower will: (a) cause to be delivered to the Agent opinions in form and substance and provided by counsel satisfactory to the Agent licensed to practice in jurisdictions in which the Subsidiary Borrowers and all Significant Foreign Subsidiaries which are not Subsidiary Borrowers are organized setting forth any requirements of such jurisdictions relating to the pledge of the name stock of such entities by the Borrower, including, without limitation, requirements relating to the exercise of remedies by the Agent with respect thereto following the occurrence of a Default, and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures (b) take such actions as may be located would be recorded) so as required to provide assure that the Administrative Agent, Agent for the benefit of the Secured Parties, Lenders has a first priority perfected first-priority security interest in such assets, provided that all deposit accounts described on Schedule 2 to the extent Borrower Security Agreement. Following the first ---------- Credit Extension the Borrower shall execute and deliver and shall cause to be executed and delivered from time to time such confirmatory and supplementary security agreements, financing statements, acknowledgments, consents of and notices to third parties and such other documents, instruments and agreements as the Agent may reasonably require to obtain and maintain for the Agent and the Lenders the benefit of the Loan Documents. Without limiting the generality of the foregoing, it is expressly acknowledged and agreed by the Borrower that the Borrower will provide written notice to the Agent of the acquisition or formation of any lease Subsidiary following the initial Credit Extension Date no later than 5 Business Days following the consummation of such acquisition or formation and promptly provide or cause to be provided to the Agent pursuant to the applicable Subsidiary Borrower Security Agreement: (or operating/management agreement a) in the case of a Subsidiary which is not a Foreign Subsidiary, all stock certificates evidencing the capital stock of such Subsidiary, and (b) with respect to) Real Property prohibits assignment to each Subsidiary which is a Subsidiary Borrower or a Significant Foreign Subsidiary which is not a Subsidiary Borrower, 66% of all now owned and hereafter acquired voting stock of such lease Subsidiary, and (or operating/management agreementc) such additional documents, instruments and agreements, including, without limitation, UCC-1 financing statements, original stock certificates and stock transfer powers, and acknowledgments, consents of and notices to third parties, as the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance Agent may reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)require.

Collateral Security. (a) The Obligations shall be secured by (ai) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable applicable Law) in all Collateralpersonal property of the Domestic Loan Parties (other than Excluded Assets), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower Domestic Loan Party is a party to the extent perfected by the filing of UCC financing statements; , and (bii) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers each Domestic Subsidiary (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiariesan Excluded Subsidiary) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower Domestic Loan Party shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged), in each case pursuant to the Pledge Agreement; provided that the Borrowers Domestic Loan Parties hereby agree, upon the request of the Administrative Agent and or the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (iA) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower Domestic Loan Party (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent Company to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).151 158477613_2174043865_5

Collateral Security. To secure the performance by Borrowers of their obligations hereunder, and under the Notes, the Guaranty and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modifications, renewals and increases thereof, and substitutions therefore, Borrowers shall contemporaneously with or prior to the execution of this Agreement and the Notes, grant and assign to Agent for the ratable benefit of the Banks a first and prior Lien on (ai) The Obligations the Rigs, together with an assignment of the insurance covering such Rigs, the charter hire, drilling contract earnings and revenues of the Rigs, (ii) at least $19,600,000 in market value Treasury Bonds, (iii) 66% of the voting stock of all foreign Material Subsidiaries, (iv) 100% of the voting stock of all domestic Material Subsidiaries, and (v) the Subsidiary Notes. All agreements and obligations arising out of Rate Management Transactions between either Borrower and the Banks or their Affiliates shall be secured by (a) the Collateral and paid on a perfected first-priority security interest (subject to Permitted Liens entitled to priority pari passu basis with the indebtedness and obligations of such Borrower under Applicable Law) this Agreement and the other Loan Documents. The Rigs, Treasury Bonds, stock and Subsidiary Notes and other collateral in all Collateral, whether now owned which Borrowers have herewith granted or hereafter acquired, pursuant grants to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the ratable benefit of the Secured Parties, Banks a perfected first-priority security interest in such assets, provided that first and prior Lien (to the extent that any lease satisfaction of (or operating/management agreement the Agent) in accordance with respect to) Real Property prohibits assignment this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral." The granting and assigning of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the security interests and Liens by Borrowers shall not be required pursuant to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be Security Instruments in form and substance reasonably satisfactory to the Administrative Agent) . Borrowers will cause to be executed and delivered to the Agent, in the future, additional Security Instruments if the Agent reasonably deems such are necessary to insure perfection or maintenance of Banks' Liens in the Collateral or any part thereof. In addition to the granting of the applicable lessor or other party first and prior Liens referred to such leasehold mortgage (andabove, upon the receipt of such consent, the Borrowers shall promptly also grant such leasehold mortgage and comply with to the Banks a negative pledge on all of their other provisions of this Section 10.15 with respect thereto)assets.

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to the terms Section 7.3 hereof: (i) all of the shares of capital stock (or other equity interests of each Subsidiary if such Subsidiary is not a corporation) of each Subsidiary of the Borrower now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (ii) certain of the assets of the Borrower and all proceeds thereof, all as more specifically described in the Borrower Security Agreement to which each Borrower is a party to and the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge AgreementMortgages; and (ciii) a pledge certain of the capital stock or other Equity Interests assets of each Foreign Subsidiary (provided that not now or hereafter directly or indirectly owned by the Borrower and all proceeds thereof, all as more than 65% of specifically described in the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent Security Agreement and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which Mortgages. To the Administrative extent the Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement, the Borrower Pledge Agreement, the Subsidiary Pledge Agreement or the Subsidiary Security Agreement or which consists of real property of the type described in subsection (c) below, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected first-priority security interest in such assets, provided that assets subject only to the extent that Liens permitted pursuant to Section 7.3 hereof. In connection with any lease sales of (or operating/management agreement assets permitted CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to) Real Property prohibits assignment of to such lease (or operating/management agreement) without the assets and no further consent of the lessor or another party thereunder, the Borrowers shall not Lenders will be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)to any such release.

Collateral Security. (a) The Obligations or Canadian Obligations, as applicable, shall be secured by (a) a perfected first-first priority security interest (subject to purchase money liens or other Permitted Liens entitled to priority under Applicable Lawapplicable law) in all Collateralassets (other than Real Property and motor vehicle titles) of each Domestic Borrower, whether now owned or hereafter acquired, pursuant to the terms of the Domestic Security and Pledge Agreement to which each Domestic Borrower is a party; (b) a perfected first priority security interest (subject to purchase money liens or other Permitted Liens entitled to priority under applicable law) in all assets (other than Real Property and motor vehicles) of each Canadian Borrower, whether now owned or hereafter acquired, pursuant to the terms of a Canadian Security Agreement to which each Canadian Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (bc) in the case of the Domestic Borrowers, a pledge of 100% of the capital stock or other Equity Interests equity interests of such Domestic Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties Banks pursuant to the Domestic Pledge AgreementAgreement to secure the Obligations; and (cd) in the case of the First Tier Canadian Borrowers, a pledge of 65% of the capital stock or other Equity Interests equity interests of each Foreign Subsidiary (provided that not more than 65such First Tier Canadian Borrowers to the Administrative Agent on behalf of the Domestic Banks pursuant to the Canadian Pledge Agreement to secure the Domestic Obligations, a pledge of 35% of the total voting power of all outstanding capital stock or other Equity Interest equity interests of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the First Tier Canadian Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that Canadian Banks pursuant to the extent that any lease Canadian Pledge Agreement to secure the Canadian Obligations and a pledge of (65% of the capital stock or operating/management agreement with respect to) Real Property prohibits assignment other equity interests of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) Agent for the benefit of the applicable lessor Canadian Banks pursuant to the Canadian Pledge Agreement in the form of a second-priority lien to secure the Canadian Obligations; and (e) in the case of the Second Tier Canadian Borrowers, a pledge of 100% of the capital stock or other party to such leasehold mortgage (and, upon the receipt equity interests of such consent, Second Tier Canadian Borrowers to the Borrowers shall promptly grant such leasehold mortgage and comply with Administrative Agent for the other provisions benefit of this Section 10.15 with respect thereto)the Canadian Banks to secure the Canadian Obligations.

Collateral Security. (a) 4.1 COMPOSITION OF THE COLLATERAL; SECURITY INTERESTS GRANTED PURSUANT TO ORIGINAL SOUTHTRUST LOAN DOCUMENTS. The Obligations shall be secured by (a) property in which a perfected first-priority security interest (subject is granted or acknowledged pursuant to Permitted Liens entitled the provisions of Section and hereof or pursuant to priority under Applicable Law) in all the provisions of any Security Document is herein collectively called the "Collateral." The Collateral, whether now owned or hereafter acquiredtogether with all of the Borrowers' other property of any kind held by the Lender, shall stand as one general, continuing collateral security for all Obligations and, except as expressly provided in Section 4.8 hereof, may be retained by the Lender until all Obligations have been satisfied in full. Each of the Borrowers hereby acknowledges that, pursuant to the terms Original SouthTrust Loan Documents, each of the Security Agreement to which each Borrower is a party Borrowers granted to the extent perfected Lender valid, first priority security interests and liens on all of the Collateral owned by them (or in which any of them has any interest) as security for the Indebtedness and obligations evidenced by the filing Original SouthTrust Loan Documents. Each of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon ratifies and confirms the request grant of the Administrative Agent such security interests and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney liens in favor of the Parent to dispose Lender, as security for all the Obligations. Each of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory hereby agrees that the provisions of Sections 4.2 and 4.3 hereof, in addition to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent providing for the Secured Parties with respect to the perfection present grant of security interests and liens in the Motor Vehicles; Collateral to secure the full and prompt payment and performance of all Obligations, shall be construed as (A) a ratification and restatement of their respective grants of security interests and liens under and pursuant to the Original SouthTrust Loan Documents as security for the Obligations, and (iiB) mortgages with respect to Real Property a representation and to take warranty by Borrowers that all such other steps security interests and make such other deliveries liens remain in full force and effect as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)Closing Date.

Collateral Security. (a) The Obligations shall be secured by (a) a perfected (except in Motor Vehicles) first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralassets of each Borrower (except Real Property), whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statementsparty; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign SubsidiariesSubsidiaries and XXXX) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety sixty (9060) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain have retained Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service 134 Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, landlord consents and title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree Borrower agrees to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).

Collateral Security. (a) The Obligations As security for the payment of the Obligations, the Borrower shall cause to be secured by (a) granted to the Agent, for the ratable benefit of the Lenders, a first priority perfected first-priority Lien on and security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateralof the following, whether now owned or hereafter acquired, existing or acquired subject only to the Liens permitted to be incurred pursuant to the terms Section 7.3 hereof: (i) all of the Security Agreement to which shares of capital stock of each Subsidiary of the Borrower is a party to the extent perfected now or hereafter directly or indirectly owned by the filing of UCC financing statementsBorrower and all proceeds thereof, all as more specifically described in the Borrower Pledge Agreement and the Subsidiary Pledge Agreements; (bii) a pledge of 100% certain of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and assets of the Non-Borrower Subsidiaries (other than and all proceeds thereof, all as more specifi cally described in the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Borrower Security Agreement; and (ciii) a pledge certain of the capital stock or other Equity Interests assets of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock now or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, hereafter directly or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title indirectly owned by a the Borrower (collectivelyand all proceeds thereof, “Motor Vehicles”) with the Administrative Agent listed all as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests more specifically described in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by Subsidiary Security Agreement. To the Administrative extent the Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured PartiesLenders does not have a first priority perfected security interest in any assets of the Borrower or any other Loan Party required to be pledged as described above which is of the type described in the Borrower Security Agreement or the Subsidiary Security Agreement, the Borrower will grant, and cause each other Loan Party to grant, to the Agent for itself and the benefit of the Lenders a first priority perfected first-priority security interest in such assets, provided that assets subject only to the extent that Liens permitted pursuant to Section 7.3 hereof. In connection with any lease sales of (or operating/management agreement assets permitted hereunder, the Agent will release and terminate the liens and security interests granted under the Security Documents with respect to) Real Property prohibits assignment of to such lease (or operating/management agreement) without the assets and no further consent of the lessor or another party thereunder, the Borrowers shall not Lenders will be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)to any such release.

Collateral Security. (a) The Obligations As soon as practical but in any event not later than March 31, 2005, the Borrowers and the Parent shall be secured by (a) have granted to Fleet a perfected first-perfected, first priority security interest (subject only to Permitted Liens permitted under Section 5.12 of the Credit Agreement and entitled to priority under Applicable Lawapplicable law and the pari passu liens granted (or to be granted) to the holders of the Senior Notes) in all Collateralpersonal property assets of the Borrowers and the Parent, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing one or more security agreements, patent collateral assignment and security agreements, trademark collateral security and pledge agreements, memorandums of UCC grants of security interest in copyrights, stock pledge agreements and all other instruments and documents, including without limitation Uniform Commercial Code financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) , from time to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be time required to be so pledged executed or delivered by Fleet, all in form and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided substance satisfactory to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower Fleet (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor "Security Documents"). Notwithstanding the foregoing, none of the Borrowers nor the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage security interest in any of its personal property assets sited outside of the United States (collectively, the "Excluded Assets"), provide that each of the Borrowers and the Parent hereby agrees that no such Person shall enter into any agreement, instrument or other undertaking which creates, incurs, assumes or suffers to exist a Lien on all or any portion of the leasehold interest under such lease, but in such eventExcluded Assets. In connection with the execution and delivery of the Security Documents, the Borrowers agree and the Parent shall (i) execute and deliver to diligently Fleet, and in good faith use its reasonable best efforts to obtain facilitate the consent (which consent shall be execution and delivery by the holders of the Senior Notes of, an intercreditor agreement, in form and substance reasonably satisfactory to Fleet, among Fleet, the Administrative Agent) holders of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consentSenior Notes, the Borrowers and the Parent, and (ii) deliver to Fleet a favorable legal opinion, in form and substance satisfactory to Fleet, from counsel to the Borrowers and the Parent concerning corporate authority matters, perfection of the security interests granted pursuant to the Security Documents, the enforceability of the Security Documents and the transactions contemplated thereby and concerning such other matters as Fleet may request. Each of the Borrowers and the Parent hereby acknowledges and agrees that the occurrence of any event of default under any of the Security Documents shall promptly grant such leasehold mortgage constitute an Event of Default under this Agreement and comply with the other provisions of this Section 10.15 with respect thereto)Credit Agreement.

Collateral Security. To secure the performance by Borrower of its obligations hereunder, and under the Notes and Security Instruments, whether now or hereafter incurred, matured or unmatured, direct or contingent, joint or several, or joint and several, including extensions, modification and renewals thereof, and substitutions therefore, Borrower has heretofore granted and assigned to the Agent, for the ratable benefit of the Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of the Banks, a first and prior security interest and lien on the Oil and Gas Properties, the stock of certain of the Subsidiaries, and the other collateral. Guarantor has heretofore executed and delivered its guaranty agreement guaranteeing the prompt payment and performance of Borrower's obligations hereunder and under the Notes. As security for the performance of its guaranty agreement, Guarantor has heretofore granted to Agent, for the ratable benefit of the Banks, and shall herewith and hereafter grant and assign to Agent, for the ratable benefit of Banks, a first and prior lien on its Oil and Gas Properties. Guarantor shall execute this Agreement to confirm its consent to (ai) The the execution of the Agreement by Borrower, and (ii) the amendments contained therein. Obligations arising from Rate Management Transactions between Borrower, any Guarantor or one or more of the Banks or any Affiliate of any of the Banks providing for the hedging, forward swap or sale of crude oil or natural gas or interest rate protection shall be secured by the Collateral (aas hereinafter defined) on a perfected first-priority security interest pari passu basis with the indebtedness and obligations of the Borrower and the Guarantor under the Loan Documents. All Oil and Gas Properties, oil and gas related equipment, inventory and receivables, stock, notes and other collateral in which Borrower or Guarantor has heretofore or hereafter grants to the Agent, for the ratable benefit of the Banks, a first and prior lien (subject to Permitted Liens entitled to priority under Applicable Lawthe satisfaction of the Banks) in all accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the "Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests ." The granting and assigning of such Borrowers (other than the Parent) security interests and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a liens by Borrower shall be required pursuant to be so pledged Security Instruments in form and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company substance satisfactory to the Administrative Agent) pursuant . Borrower and Guarantor shall furnish to agreements reasonably the Agent the mortgage and title opinions and other documents satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection title and lien status of security its interests in such of the Motor Vehicles; Oil and Gas Properties covered by the Security Instruments as required in Section 12(n) and (iio) mortgages with respect hereof. Borrower and Guarantor will cause to Real Property be executed and delivered to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the ratable benefit of the Secured PartiesBanks, a perfected first-priority in the future, additional Security Instruments if the Agent deems such are necessary to insure perfection or maintenance of their security interest interests and liens in such assets, provided that to the extent that Collateral or any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto)part thereof.