PETRO BE INCLUDED IN THE BORROWING BASE UNTIL THE EQUIPMENT
AVAILABILITY CONDITIONS AND THE REAL PROPERTY AVAILABILITY CONDITIONS, AS
APPLICABLE, HAVE
BEEN SATISFIED AND THE CRITERIA FOR ELIGIBLE EQUIPMENT AND
ELIGIBLE REAL PROPERTY, AS APPLICABLE, SET FORTH IN THE LOAN AGREEMENT ARE
SATISFIED WITH RESPECT THERETO IN ACCORDANCE WITH THE LOAN AGREEMENT.
(C)
EACH REFERENCE TO THE TERM "GUARANTOR" OR "GUARANTORS" IN THE LOAN
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS IS HEREBY AMENDED TO EXCLUDE
PETRO.
3.
GRANT OF SECURITY INTEREST.
WITHOUT LIMITING THE PROVISIONS OF
SECTION 5 OF THE LOAN AGREEMENT, TO SECURE PAYMENT AND PERFORMANCE OF ALL
OBLIGATIONS, EACH OF THE PETRO COMPANIES HEREBY REAFFIRMS, RATIFIES AND GRANTS
TO AGENT, FOR ITSELF AND THE BENEFIT OF SECURED PARTIES, AS SECURITY, ALL
PERSONAL PROPERTY, AND INTERESTS IN PERSONAL PROPERTY, OF EACH OF THE PETRO
COMPANIES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR EXISTING, AND WHEREVER
LOCATED (TOGETHER WITH ALL OTHER COLLATERAL SECURITY FOR THE OBLIGATIONS AT ANY
TIME GRANTED TO OR HELD OR ACQUIRED BY AGENT OR ANY LENDER, BUT SUBJECT TO THE
EXCLUSIONS CONTAINED IN THE LAST PARAGRAPH OF THIS SECTION, COLLECTIVELY, THE
"COLLATERAL"), INCLUDING:
(A)
ALL ACCOUNTS;
(B)
ALL GENERAL INTANGIBLES, INCLUDING, WITHOUT LIMITATION, ALL
INTELLECTUAL PROPERTY;
(C)
ALL GOODS, INCLUDING, WITHOUT LIMITATION, INVENTORY AND EQUIPMENT;
(D)
ALL CHATTEL PAPER, INCLUDING, WITHOUT LIMITATION, ALL TANGIBLE AND
ELECTRONIC CHATTEL PAPER;
(E)
ALL INSTRUMENTS, INCLUDING, WITHOUT LIMITATION, ALL PROMISSORY
NOTES;
(F)
ALL DOCUMENTS;
(G)
ALL DEPOSIT ACCOUNTS;
(H)
ALL LETTERS OF CREDIT, BANKER'S ACCEPTANCES AND SIMILAR
INSTRUMENTS AND INCLUDING ALL LETTER-OF-CREDIT RIGHTS;
(I)
ALL SUPPORTING OBLIGATIONS AND ALL PRESENT AND FUTURE LIENS,
SECURITY INTERESTS, RIGHTS, REMEDIES, TITLE AND INTEREST IN, TO AND IN RESPECT
OF RECEIVABLES AND OTHER COLLATERAL, INCLUDING (I) RIGHTS AND REMEDIES UNDER OR
RELATING TO GUARANTIES, CONTRACTS OF
SURETYSHIP, LETTERS OF CREDIT AND CREDIT AND OTHER INSURANCE RELATED TO THE
COLLATERAL, (II) RIGHTS OF STOPPAGE IN TRANSIT, REPLEVIN, REPOSSESSION,
RECLAMATION AND OTHER RIGHTS AND REMEDIES OF AN UNPAID VENDOR, LIENOR OR SECURED
PARTY, (III) GOODS DESCRIBED IN INVOICES, DOCUMENTS, CONTRACTS OR INSTRUMENTS
WITH RESPECT TO, OR OTHERWISE REPRESENTING OR EVIDENCING, RECEIVABLES OR OTHER
COLLATERAL, INCLUDING RETURNED, REPOSSESSED AND RECLAIMED GOODS, AND
(IV) DEPOSITS BY AND PROPERTY OF ACCOUNT DEBTORS OR OTHER PERSONS SECURING THE
OBLIGATIONS OF ACCOUNT DEBTORS;
(J)
ALL (I) INVESTMENT PROPERTY (INCLUDING SECURITIES, WHETHER
CERTIFICATED OR UNCERTIFICATED, SECURITIES ACCOUNTS, SECURITY ENTITLEMENTS,
COMMODITY CONTRACTS OR COMMODITY ACCOUNTS) AND (II) MONIES, CREDIT BALANCES,
DEPOSITS AND OTHER PROPERTY OF ANY OF THE PETRO COMPANIES NOW OR HEREAFTER HELD
OR RECEIVED BY OR IN TRANSIT TO AGENT, ANY LENDER OR ITS AFFILIATES OR AT ANY
OTHER DEPOSITORY OR OTHER INSTITUTION FROM OR FOR THE ACCOUNT OF ANY OF THE
PETRO COMPANIES, WHETHER FOR SAFEKEEPING, PLEDGE, CUSTODY, TRANSMISSION,
COLLECTION OR OTHERWISE;
(K)
ALL COMMERCIAL TORT CLAIMS, INCLUDING, WITHOUT LIMITATION, THOSE
IDENTIFIED IN THE INFORMATION CERTIFICATE;
(L)
TO THE EXTENT NOT OTHERWISE DESCRIBED ABOVE, ALL RECEIVABLES;
(M)
ALL RECORDS; AND
(N)
ALL PRODUCTS AND PROCEEDS OF THE FOREGOING, IN ANY FORM, INCLUDING
INSURANCE PROCEEDS AND ALL CLAIMS