Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) During any Borrowing Base Period and in connection with each redetermination of the Borrowing Base following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not satisfy the foregoing requirements and subject to Section 8.19(b), then the Borrower shall, and shall cause the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.19(b), within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(d), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will comply with such requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) The Borrower shall promptly cause each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby. (c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) During Subject to any Borrowing Base Period and applicable limitations set forth in connection with each redetermination of the Borrowing Base following Term Loan Security Instruments or the Effective DateIntercreditor Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not satisfy the foregoing requirements and subject to Section 8.19(b), then the Borrower shall, and shall cause the Restricted its Subsidiaries to, promptly grant, and, subject grant to Section 8.19(b), within thirty (30) days (or such later date as the Administrative Agent may agree in or its sole discretion) after delivery of the certificate required under Section 8.12(d), to the Administrative Agent, designee as security for the ObligationsIndebtedness a second-priority Lien interest ( provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, Security Instruments covering but subject to the provisos at the end of such definition) on additional Borrowing Base Oil and Gas Properties not already subject to a Lien of the Term Loan Security Instruments such that after giving effect thereto, the Mortgaged Properties will comply represent at least 95% of such total value, provided that other than in connection with the Effective Date and prior to the termination of the RBL Credit Agreement, the time period for execution of such requirementsdocuments shall be governed by the terms of the RBL Credit Agreement relating to the comparable documents securing the Priority Lien Debt and shall include any extensions granted by the Priority Lien Agent thereunder. In addition, to the extent not already subject to the Term Loan Security Instruments, to the extent the Borrower or any Guarantor executes acceleration payment, purchase of assets, or if there is a reconveyance of any TPG JD Subject Assets, the Borrower or such Guarantors will promptly execute Term Loan Security Instruments on such TPG JD Subject Assets. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Term Loan Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). In addition to the foregoing, (i) not later than 30 days after the Closing Date (or such longer period as the Majority Lenders may agree) and (ii) thereafter, within 30 days after the acquisition of any Specified Permian Acreage by the Borrower or any of its Subsidiaries (or such longer period as the Majority Lenders may agree), the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Obligations a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on (a) in the case of clause (i), the Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Permian Acreage is Mortgaged Property and (b) in the case of clause (ii), the Specified Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Specified Permian Acreage so requested by the Administrative Agent or the Majority Lenders is Mortgaged Property. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). Not later than 30 days after the end of each of fiscal quarter of each fiscal year of the Borrower, Borrower will furnish to the Administrative Agent a report and a certificate in form and substance and in detail reasonably satisfactory to the Majority Lenders certifying that (and attaching the most recent Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi) of the RBL Credit Agreement or any successor provision) and such listing and information as the Administrative Agent (at the written direction of Majority Lenders) may reasonably request to ascertain whether) the Mortgaged Properties represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production, provided that in the event that the Mortgaged Properties do not represent at least 95% of such total value, then, within 30 days after the date the report and certificate are furnished for such fiscal quarter end, the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a second-priority Lien ( provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such total value. (b) The In the event that (i) any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to (A) execute and deliver the Term Loan Guaranty Agreement (or a supplement or joinder thereto, as applicable), (B) execute and deliver a supplement or joinder to the Term Loan Security Agreement pursuant to which such Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Obligations pursuant to the Guaranty will xxxxx x Xxxx and Collateral Agreementsecurity interest in substantially all of its personal property as contemplated therein. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such Subsidiary that are owned by pursuant to the Borrower or any Guarantor Term Loan Pledge Agreement (and deliver the including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof); provided, (iii) grant Liens in favor that prior to the termination of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from RBL Facilities, any requirement to deliver possessory collateral hereunder shall be satisfied by delivery of, or the grant of such Liens pursuant to control to, as applicable, the terms of the Security InstrumentsRBL Administrative Agent (or any replacement administrative agent under any other RBL Facilities)) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement Agent (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”its designee) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCsthe Majority Lenders; provided that (y) the Borrower may foregoing requirements shall not apply to Legacy Reserves Finance Corporation and (in its sole discretionz) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby. (c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by shall the Borrower or any other Credit Party Subsidiary be required to be included in pledge the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by Equity Interests of any Security InstrumentE&P Subsidiary pursuant to any Term Loan Document; provided, further, that (A) prior to the Borrower’s and termination of RBL Credit Agreement, the other time period for execution of such documents shall be governed by the terms of the RBL Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from Agreement relating to the Mortgaged Property comparable documents securing the Priority Lien Debt and shall be encumbered include any extensions granted by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Priority Lien on any Building or Manufactured (Mobile) Home except Excepted LiensAgent thereunder.

Additional Collateral; Additional Guarantors. (a) During any Borrowing Base Period and in In connection with each redetermination of the Borrowing Base following the Effective DateBase, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 95have a PV9% of not less than the total PV-9 Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the Proved Reserves calculations used to determine such PV9% value of the Borrower and Mortgaged Properties certified by a Responsible Officer of the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionBorrower. In the event that the Mortgaged Properties do not satisfy have a PV9% of at least the foregoing requirements and subject to Section 8.19(b)Minimum Collateral Value, then the Borrower shall, and shall cause the its Restricted Subsidiaries (other than the Designated Borrowing Base Entities) to, promptly grant, and, subject grant to Section 8.19(b), within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(d), to the Administrative Agent, as security for the ObligationsIndebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e), Security Instruments covering (g) and (h) of the definition thereof) on additional Oil and Gas Properties (other than those owned by Designated Borrowing Base Properties Entities or not already subject to a Lien of included in the Security Instruments most recently delivered Reserve Report) such that after giving effect thereto, the Mortgaged Properties will comply with have a PV9% value, based upon such requirementsprojections and assumptions, of not less than the Minimum Collateral Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.09(b). (b) In connection with the consummation of the Parent MLP IPO, the Parent MLP and new General Partner shall guarantee the Indebtedness pursuant to the Guarantee Agreement and shall join this Agreement pursuant to a joinder in such form as Administrative Agent may reasonably request. The Borrower (and following the Parent MLP IPO, the Parent MLP) shall notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary, and promptly thereafter (and in any event within 30 days) cause each Domestic any such Restricted Subsidiary (other than that is not an Excluded Subsidiary) Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Guarantee Agreement. In connection with ; provided (w) any such guaranty, the Borrower shall, or shall cause such Designated Borrowing Base Entity which is not then a Wholly-Owned Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute Indebtedness, (x) BSAP II GP, L.L.C and deliver the Guaranty Parent MLP GP shall not be required to guarantee the Indebtedness, (y) Black Stone Natural Resources Management Company shall not be required to guarantee the Indebtedness unless it shall have consolidated net tangible assets (other than any such assets to be used for the purpose of funding payroll, compensation and Collateral Agreement benefits and other disbursements) in excess of $5,000,000, and (or a supplement to such document): (Az) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby. (c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from required to guarantee the Mortgaged Property and Indebtedness unless it shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.have either

Additional Collateral; Additional Guarantors. (a) During any Borrowing Base Period and in In connection with each redetermination of the Borrowing Base following the Effective DateBase, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 95have a PV9% of not less than the total PV-9 Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the Proved Reserves calculations used to determine such PV9% value of the Borrower and Mortgaged Properties certified by a Responsible Officer of the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionBorrower. In the event that the Mortgaged Properties do not satisfy have a PV9% of at least the foregoing requirements and subject to Section 8.19(b)Minimum Collateral Value, then the Borrower shall, and shall cause the its Restricted Subsidiaries (other than the Designated Borrowing Base Entities) to, promptly grant, and, subject grant to Section 8.19(b), within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(d), to the Administrative Agent, as security for the ObligationsIndebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e), Security Instruments covering (g) and (h) of the definition thereof) on additional Oil and Gas Properties (other than those owned by Designated Borrowing Base Properties Entities or not already subject to a Lien of included in the Security Instruments most recently delivered Reserve Report) such that after giving effect thereto, the Mortgaged Properties will comply with have a PV9% value, based upon such requirementsprojections and assumptions, of not less than the Minimum Collateral Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.09(b). (b) In connection with the consummation of the Parent MLP IPO, the Parent MLP and new General Partner shall guarantee the Indebtedness pursuant to the Guarantee Agreement and shall join this Agreement pursuant to a joinder in such form as Administrative Agent may reasonably request. The Borrower (and following the Parent MLP IPO, the Parent MLP) shall notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary, and promptly thereafter (and in any event within 30 days) cause each Domestic any such Restricted Subsidiary that is not an Excluded Subsidiary to guarantee the Indebtedness pursuant to the Guarantee Agreement; provided (w) any Designated Borrowing Base Entity which is not then a Wholly-Owned Subsidiary shall not be required to guarantee the Indebtedness, (x) BSAP II GP, L.L.C and the Parent MLP GP shall not be required to guarantee the Indebtedness, (y) Black Stone Natural Resources Management Company shall not be required to guarantee the Indebtedness unless it shall have consolidated net tangible assets (other than an Excluded Subsidiaryany such assets to be used for the purpose of funding payroll, compensation and benefits and other disbursements) in excess of $5,000,000, and (z) any Restricted Subsidiary shall not be required to guarantee the Obligations pursuant Indebtedness unless it shall have either (x) consolidated net tangible assets (other than any such assets to be used for the Guaranty purpose of funding payroll, compensation and Collateral Agreementbenefits and other disbursements) in excess of $5,000,000 or (y) Oil and Gas Properties included in the Borrowing Base. In connection with any such guarantyguarantee by the Parent MLP and/or such Restricted Subsidiary that is not an Excluded Subsidiary, the Borrower (and/or the Parent MLP, as applicable) shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, Guarantee Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests capital stock of such new Subsidiary that are owned by the Borrower or any Guarantor (and deliver the including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests capital stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof)) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. In the event that the Borrower and/or one or more Guarantors forms or acquires any interests in a Designated Borrowing Base Entity which is not then a Wholly-Owned Subsidiary and which is a Restricted Subsidiary that is not an Excluded Subsidiary, the Borrower or such Guarantor (as applicable) shall, or shall cause such Subsidiary to, (i) pledge all of the capital stock owned by the Borrower and/or a Guarantor of such new Designated Borrowing Base Entity (including, without limitation, delivery of original stock certificates evidencing the capital stock of such Person, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. In the event that the Borrower (or following the Parent MLP IPO, the Parent MLP) and/or one or more Guarantors forms or acquires any interests in a Restricted Subsidiary that is a First-Tier Foreign Subsidiary or FSHCO, the Borrower (or following the Parent MLP IPO, the Parent MLP) shall, or shall cause such Guarantor to, (iii) grant Liens in favor pledge 65% of the Collateral Agent on voting capital stock and all Property of the non-voting capital stock owned by the Borrower (or the Parent MLP, as applicable) and/or a Guarantor of such new First-Tier Foreign Subsidiary or FSHCO (other than Property excluded from including, without limitation, if applicable, delivery of original stock certificates evidencing the grant capital stock of such Liens pursuant to Person, together with an appropriate undated stock powers for each certificate duly executed in blank by the terms of the Security Instrumentsregistered owner thereof) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding For the foregoingavoidance of doubt, none of the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary capital stock of a Foreign Subsidiary that is not a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any First-Tier Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may shall be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded therebypledged. (c) Notwithstanding In the event that an Event of Default occurs or a Deficiency continues beyond any provision in any applicable cure period, the Borrower (and following the Parent MLP IPO, the Parent MLP) shall, and shall cause each of the Loan Documents to the contraryits Guarantors to, in no event is any Building (as defined immediately execute and deliver documentation in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned form requested by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) Administrative Agent granting a first priority Lien on all of the Borrower’s and the other Credit Partiesits Guarantors’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall Property that is not be excluded from the then Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted LiensProperty.

Additional Collateral; Additional Guarantors. (a) During any Borrowing Base Period and in connection with each redetermination of the Borrowing Base following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not satisfy the foregoing requirements and subject to Section 8.19(b), then the Borrower shall, and shall cause the Restricted Subsidiaries to, promptly grant, andor any Subsidiary acquires or forms a Subsidiary, subject to Section 8.19(b)8.15 the Borrower or its Subsidiary shall promptly, but in any event within thirty (30) days (or 30 days, cause such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(d), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will comply with such requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) The Borrower shall promptly cause each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral AgreementAgreement and such other Security Instruments (in proper form for filing, executed registration or recordation, as applicable) as are requested by the Administrative Agent, and take such Subsidiaryactions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens identified in clauses (a) through (h) of the definition thereof, but subject to the provisos at the end of such definition) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) pledge all cause the owner of the Equity Interests of in such Subsidiary that are owned by the Borrower or any Guarantor to pledge such Equity Interests (and deliver the including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (iviii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding . (b) The Borrower will at all times cause the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute other tangible and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary intangible Property of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), each Subsidiary not covered by clause (a) above to become be subject to a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit Lien pursuant to the Lenders afforded therebySecurity Instruments. (c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) During any Borrowing Base Period and in connection with each redetermination of the Borrowing Base following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 958595% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not satisfy the foregoing requirements and subject to Section 8.19(b), then the Borrower shall, and shall cause the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.19(b), within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(d), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will comply with such requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) The Borrower shall promptly cause each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby. (c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) During any Borrowing Base Period and in In connection with each redetermination of the Borrowing Base following the Effective DateBase, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 95(i) 80% of the total PV-9 PV10 of the Proved Reserves proved Oil and Gas Properties of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production, (ii) 80% of the Unproven Utica Shale Acreage, and (iii) substantially all of each Gathering System then in operation. In the event that the Mortgaged Properties do not satisfy the requirements of the foregoing requirements and subject clauses (i) to Section 8.19(b(iii), then the Borrower shall, and shall cause the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.19(b), within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(d8.12(c), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Borrowing Base Oil and Gas Properties or Gathering System rights of way and easements not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will comply with such requirementsclauses (i), (ii) and (iii) of this Section 8.14(a), as applicable. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. To the extent that any portion of a Gathering System is located on an Oil and Gas Property, rather than on separate rights of way and easements, the Borrower may elect for the Security Instrument covering such Oil and Gas Property to cover such portion of a Gathering System as well. (b) The Borrower shall promptly cause each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Obligations pursuant to the Guaranty and Collateral Pledge Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Pledge Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (iviii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding . (c) The Borrower agrees that it will not, and will not permit any Guarantor to, xxxxx x Xxxx on any Property to secure the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable Permitted Second Lien Debt without contemporaneously granting to the Administrative Agent, any Foreign Subsidiary as security for the Obligations, a first priority, perfected Lien (including any consolidated Affiliate subject only to Permitted Liens other than Liens securing Permitted Second Lien Debt) on the same Property pursuant to Security Instruments in which form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, and its Subsidiaries own no Equity Interest), to become a shall cause each Guarantor and to execute and deliver the Guaranty such other additional closing documents, certificates and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may legal opinions as shall reasonably be excluded from the requirements of this Section 8.14(b) if requested by the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded therebyAgent. (cd) The Borrower will cause any Person guaranteeing Permitted Second Lien Debt to contemporaneously become a Guarantor hereunder in accordance with Section 8.14(b). (e) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be Restricted Subsidiary included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit PartiesRestricted Subsidiaries’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from included in the Mortgaged Property and shall be encumbered by all applicable the Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.