AND LARIAT ACKNOWLEDGES THAT ADMINISTRATIVE AGENT HAS
ACCEPTED THE SECURITY INTEREST IN AND COLLATERAL ASSIGNMENT OF THE CONTRACTS FOR
VALUE, IN GOOD FAITH, AND
WITHOUT NOTICE OF A CLAIM OF A PROPERTY OR POSSESSORY RIGHT TO THE CONTRACTS BY
ANY OTHER PERSON, FIRM OR ENTITY. FOR AVOIDANCE OF DOUBT, EACH OF OPERATOR AND
LARIAT CONFIRMS THAT FOR EACH DAY DURING THE TERM OF THE MULTIPLE RIGS CONTRACT
AND THE DRILLING CONTRACTS THAT ANOTHER RATE (SUCH AS THE MARKET RATE) DOES NOT
APPLY, THE IDLE RIG RATE WILL APPLY AND IN NO EVENT WILL THE RATES APPLICABLE
UNDER THE MULTIPLE RIGS CONTRACT AND THE DRILLING CONTRACTS BE LESS THAN THE
IDLE RIG RATE.
4.
BORROWER AGREES THAT IT WILL NOT
COLLECT PAYMENTS MORE THAN 30 DAYS IN ADVANCE. THE OTHER PARTIES CONFIRM THAT
PAYMENTS UNDER THE CONTRACTS OWING TO BORROWER ARE NOT LESS THAN THE MONTHLY
PAYMENTS OF PRINCIPAL AND INTEREST DUE UNDER THE LOAN AGREEMENT. OPERATOR AND
LARIAT AGREE TO GIVE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY DEFAULT
BY BORROWER UNDER THE CONTRACTS.
5.
WITHOUT THE CONSENT OF ADMINISTRATIVE
AGENT, THE OTHER PARTIES WILL NOT CANCEL, TERMINATE, OR ABROGATE, THE CONTRACTS,
OR SEEK SO TO DO, SO LONG AS ANY AMOUNTS ARE OWED UNDER OR IN RESPECT OF THE
LOAN AGREEMENT. WITHOUT THE CONSENT OF ADMINISTRATIVE AGENT, THE OTHER PARTIES
WILL NOT AMEND OR OTHERWISE MODIFY THE CONTRACTS, OR SEEK SO TO DO, SO LONG AS
ANY AMOUNTS ARE OWED UNDER OR IN RESPECT OF THE LOAN AGREEMENT.
6.
THE OTHER PARTIES REPRESENT TO
ADMINISTRATIVE AGENT AND LENDERS THAT THE CONTRACTS AND THIS CONSENT ARE LEGAL,
VALID AND BINDING OBLIGATIONS OF EACH OF THEM, THAT THEY ARE IN FULL FORCE AND
EFFECT AND ARE ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, AND THAT
NO DEFAULT OR BREACH OF ANY AGREEMENT EXISTS UNDER THE CONTRACTS.
7.
THIS CONSENT SHALL CONSTITUTE A LOAN
DOCUMENT (AS SUCH TERM IS DEFINED IN THE LOAN AGREEMENT).
8.
THIS CONSENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF ILLINOIS.
9.
THIS CONSENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, AND ON SEPARATE COUNTERPARTS BY THE DIFFERENT
SIGNATORIES HERETO, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.
ACCEPTANCE AND NOTICE OF ACCEPTANCE OF THIS
CONSENT ARE EXPRESSLY WAIVED, ITS BEING RECOGNIZED AND AGREED THAT
ADMINISTRATIVE AGENT AND LENDERS ARE RELYING HEREON IN EXTENDING CREDIT TO UNDER
THE LOAN AGREEMENT.
11.
FACSIMILE SIGNATURES SHALL BE EFFECTIVE FOR
ALL PURPOSES REGARDLESS OF WHETHER ANY PARTY RECEIVES AN ORIGINALLY EXECUTED
COUNTERPART OF THIS CONSENT.
12.
UPON WRITTEN REQUEST OF ADMINISTRATIVE AGENT
STATING THERE HAS BEEN AN EVENT OF DEFAULT BY BORROWER UNDER THE LOAN AGREEMENT,
ALL FUTURE PAYMENTS WILL BE MADE DIRECTLY TO ADMINISTRATIVE AGENT WITHOUT
DEDUCTION, OFFSET OR OTHER REDUCTION AND SUCH MAKING SHALL CONTINUE UNTIL
ADMINISTRATIVE AGENT NOTIFIES THE OTHER PARTIES IN WRITING OTHERWISE.
13.
BORROWER AGREES THAT NEITHER OPERATOR NOR
LARIAT SHALL HAVE LIABILITY OR RESPONSIBILITY TO BORROWER FOR