Common use of Amendments to Collateral Documents Clause in Contracts

Amendments to Collateral Documents. Unless and until the Discharge of Senior Note Claims has occurred, without the prior written consent of the Senior Note Trustee, no Subordinated Note Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Subordinated Note Collateral Document, would be inconsistent with any of the terms of this Agreement as to the Common Collateral. The Subordinated Note Trustee agrees that each Subordinated Note Collateral Document that deals with Common Collateral shall include by incorporation through this reference the following language: “Notwithstanding anything herein to the contrary, the second priority lien and security interest granted to the Subordinated Note Trustee pursuant to this agreement on the Common Collateral described in the Intercreditor Agreement (as defined below) and the exercise of any right or remedy by the Subordinated Note Trustee hereunder with respect to the Common Collateral subject to such second priority lien are subject to the provisions of that certain Intercreditor Agreement, dated as of November __, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Intercreditor Agreement"), among First Security Bank, Xxxxxxx Drilling Corporation, Xxxxxxx Drilling, Inc., Xxxxxxx Tool & Supply, Inc. and Xxxxxxx Exploration & Production, Inc. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Collateral Documents. Unless and until Prior to the Discharge of Senior Note Claims has occurredCredit Agreement Obligations, in the event that the Credit Agreement Collateral Agent or the Credit Agreement Secured Parties enter into any amendment, waiver or consent in respect of Collateral contained in any provisions relating to the Credit Agreement Security Agreements, then such amendment, waiver or consent with respect to the Collateral shall apply automatically to any comparable provisions of each comparable First Lien Security Document without the prior written consent of any First Lien Secured Parties and without any action by any other Collateral Agent, the Senior Note TrusteeBorrower or any Grantor; provided, however, that (A) such amendment, waiver or consent does not disproportionately adversely affect the rights of the other First Lien Secured Parties, or the interests of the other First Lien Secured Parties in the Collateral relative to -16- the Credit Agreement Secured Parties, (B) any compensation or other consideration provided to consenting Credit Agreement Secured Parties by the Borrower or other Grantors shall also be provided to the other First Lien Secured Parties, (C) no Subordinated Note Collateral Document may be amendedsuch amendment, supplemented waiver or otherwise modified or entered into consent shall have the effect of (i) removing assets subject to the Lien of any First Lien Security Document, except to the extent that a release of such amendmentLien is permitted under the terms of this Agreement, supplement or modification(ii) imposing additional duties on any other Collateral Agent without consent, or (iii) permitting other Liens on the Collateral not permitted under the terms of any new Subordinated Note First Lien Security Document and (D) prior written notice of such amendment, waiver or consent shall have been given to each other Collateral DocumentAgent. To the extent this Section 4.05 is not effective under any applicable law, would be inconsistent with any the Notes Collateral Agent shall at the written request of the terms of this Agreement as Borrower enter into such amendments to the Common Collateral. The Subordinated Note Trustee agrees that each Subordinated Note Collateral Document that deals with Common Collateral shall include by incorporation through this reference the following language: “Notwithstanding anything herein Notes Security Agreements as may be necessary to the contrary, the second priority lien and security interest granted to the Subordinated Note Trustee pursuant to this agreement on the Common Collateral described in the Intercreditor Agreement (as defined below) and the exercise of any right or remedy by the Subordinated Note Trustee hereunder with respect to the Common Collateral subject to such second priority lien are subject give effect to the provisions of that certain Intercreditor Agreement, dated as of November __, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Intercreditor Agreement"), among First Security Bank, Xxxxxxx Drilling Corporation, Xxxxxxx Drilling, Inc., Xxxxxxx Tool & Supply, Inc. and Xxxxxxx Exploration & Production, Inc. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern.”Section 4.05. ARTICLE V

Amendments to Collateral Documents. Unless Borrower, the Guarantors and until the Discharge of Senior Note Claims has occurredLenders executing this Buyback Amendment hereby authorize and direct the Administrative Agent to enter into amendments, without amendments and restatements and/or other modifications to the prior written consent Collateral Documents deemed reasonably necessary by the Administrative Agent to establish pari passu rights in and grant a pari passu security interest in the Collateral for the benefit of the Senior Note Trusteeholders of any Permitted Buyback Indebtedness and to establish rights on the part of holders of Permitted Buyback Indebtedness (including, no Subordinated Note for the avoidance of doubt, principal, interest, fees and other amounts payable in respect thereto) to receive proportionate payments and recoveries on the Collateral Document may be amended, supplemented or otherwise modified or entered into based upon the amount of Permitted Buyback Indebtedness in relation to the extent amount of outstanding Obligations; provided that, in any event, the Requisite Lenders shall have the right and opportunity to review a draft of, and provide comments to, any amendment, amendment and restatement or modification to the Pledge and Security Agreement prior to the Buyback Amendment Effective Date, and any amendments, amendments and restatements or modifications to the other Collateral Documents shall follow the same collateral sharing structure and implement the provisions of such amendment, supplement amendment and restatement or modification, or the terms of any new Subordinated Note Collateral Document, would be inconsistent with any of the terms of this Agreement as modification to the Common CollateralPledge and Security Agreement, in each case with such modifications as may be required under local law or practice. The Subordinated Note Trustee agrees that each Subordinated Note Collateral Document that deals with Common Collateral shall include by incorporation through this reference the following language: “Notwithstanding anything herein to contrary in this Section III, Requisite Lenders acknowledge that the Pledge and Security Agreement attached hereto as Annex A (and comparable changes to the contrary, the second priority lien and security interest granted other Collateral Documents) is acceptable to the Subordinated Note Trustee pursuant to this agreement on the Common Collateral described in the Intercreditor Agreement (as defined below) and the exercise of any right or remedy by the Subordinated Note Trustee hereunder with respect to the Common Collateral subject to such second priority lien are subject to the provisions of that certain Intercreditor Agreement, dated as of November __, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Intercreditor Agreement"), among First Security Bank, Xxxxxxx Drilling Corporation, Xxxxxxx Drilling, Inc., Xxxxxxx Tool & Supply, Inc. and Xxxxxxx Exploration & Production, Inc. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall governthem.”

Amendments to Collateral Documents. Unless and until Prior to the Discharge of Senior Note Claims has occurredCredit Agreement Obligations, in the event that the Credit Agreement Collateral Agent or the Credit Agreement Secured Parties enter into any amendment, waiver or consent in respect of Collateral contained in any provisions relating to the Credit Agreement Security Agreements, then such amendment, waiver or consent with respect to the Collateral shall apply automatically to any comparable provisions of each comparable First Lien Security Document without the prior written consent of any First Lien Secured Parties and without any action by any other Collateral Agent, the Senior Note TrusteeBorrower or any Grantor; provided, however, that (A) such amendment, waiver or consent does not disproportionately adversely affect the rights of the other First Lien Secured Parties, or the interests of the other First Lien Secured Parties in the Collateral relative to the Credit Agreement Secured Parties, (B) any compensation or other consideration provided to consenting Credit Agreement Secured Parties by the Borrower or other Grantors shall also be provided to the other First Lien Secured Parties, (C) no Subordinated Note Collateral Document may be amendedsuch amendment, supplemented waiver or otherwise modified or entered into consent shall have the effect of (i) removing assets subject to the Lien of any First Lien Security Document, except to the extent that a release of such amendmentLien is permitted under the terms of this Agreement, supplement or modification(ii) imposing additional duties on any other Collateral Agent without consent, or (iii) permitting other Liens on the Collateral not permitted under the terms of any new Subordinated Note First Lien Security Document and (D) prior written notice of such amendment, waiver or consent shall have been given to each other Collateral DocumentAgent. To the extent this Section 4.05 is not effective under any applicable law, would be inconsistent with any the Notes Collateral Agent shall at the written request of the terms of this Agreement as Borrower enter into such amendments to the Common Collateral. The Subordinated Note Trustee agrees that each Subordinated Note Collateral Document that deals with Common Collateral shall include by incorporation through this reference the following language: “Notwithstanding anything herein Notes Security Agreements as may be necessary to the contrary, the second priority lien and security interest granted to the Subordinated Note Trustee pursuant to this agreement on the Common Collateral described in the Intercreditor Agreement (as defined below) and the exercise of any right or remedy by the Subordinated Note Trustee hereunder with respect to the Common Collateral subject to such second priority lien are subject give effect to the provisions of that certain Intercreditor Agreement, dated as of November __, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Intercreditor Agreement"), among First Security Bank, Xxxxxxx Drilling Corporation, Xxxxxxx Drilling, Inc., Xxxxxxx Tool & Supply, Inc. and Xxxxxxx Exploration & Production, Inc. In the event of any conflict between the terms of the Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall governSection 4.05.”