Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves), then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves). 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 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 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Borrower shall promptly (i) cause each Restricted Subsidiary to guarantee the Obligations pursuant that is not a party to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary Agreement to, promptly, but in any event no later than 10 15 days after the formation or acquisition (or other similar event) of such Subsidiary toRestricted Subsidiary, (i) execute and deliver a supplement to the Guaranty Agreement executed by whereby such SubsidiaryRestricted Subsidiary will guarantee the Indebtedness, (ii) pledge pledge, or cause the applicable Restricted Subsidiary or Restricted Subsidiaries to pledge, all of the Equity Interests of such new Restricted Subsidiary (including, without limitation, delivery of original any stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver deliver, and cause each Restricted Subsidiary to execute and deliver, such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of as determined by the total value of the proved, developed and producing reserves)Administrative Agent, then the Borrower shall, and or shall cause its Subsidiaries one or more of the other Credit Parties to, grant, within thirty (30) days of after delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existObligations, but subject to the provisos at the end of such definition) on Security Instruments covering 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to guarantee Guarantee the Obligations pursuant to the Guaranty Guarantee Agreement. In connection with any such guarantyGuarantee, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 30 days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the formation or acquisition (or other similar event) of such Subsidiary to, execute and deliver (i) execute and deliver a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (ii) a supplement executed by such Subsidiary to the Security Agreement executed by the Credit Parties on the Effective Date, (iii) a pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent (i) at least 8095% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and productionproduction and (ii) any leases that were extended by payment and not production after the delivery of the previous Reserve Report that are not Mortgaged Properties. In the event that If the Mortgaged Properties do not represent at least 8095% of such total value (and on at least 90% all of the total value leases that were extended by payment and not production after the delivery of the proved, developed and producing reserves)previous Reserve Report that are not Mortgaged Properties, then the Borrower shall, and shall cause its Subsidiaries to, grantgrant (from its available unencumbered Property), within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Collateral Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8095% of such total value (and on at least 90% all of the total value leases that were extended by payment and not production after the delivery of the proved, developed and producing reserves)previous Reserve Report that are not Mortgaged Properties. 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 Administrative Collateral Agent and the Borrower 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). (b) The If any Subsidiary is or becomes a Material Domestic Subsidiary, then the Borrower shall promptly (and, in any event, within thirty (30) days after such date) cause each such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery (if applicable) of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent and the Collateral Agent. (c) If the Borrower or any Subsidiary intends to grant any Lien on any Property to secure any Second Lien Notes, then the Borrower will provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent and the Collateral Agent (or such shorter time as the Collateral Agent may agree in its sole discretion), and the Borrower will, and will cause its Subsidiaries to, first grant to the Collateral Agent to secure the Secured Obligations a prior Lien, on the same Property pursuant to Security Instruments in form and substance satisfactory to the Collateral Agent to the extent a prior Lien has not already been granted to the Collateral Agent on such Property. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or the Collateral Agent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Second Lien Notes to contemporaneously guarantee the Secured Obligations pursuant to the Guaranty Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Borrowing Base Properties which are Mortgaged Properties represent at least 8085% of the total value PV-10 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-10 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-10 value. 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 Administrative Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-10 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-10 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be (but shall not be required to be) up to 100% at any time. (bi) The Borrower shall promptly cause each Domestic Subsidiary Group Member that is a wholly-owned Material Subsidiary and which is not acquired or created for the purpose of an ABS Transaction to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Material Subsidiary to promptly execute and deliver such Guarantee and Collateral Agreement (or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable), (ii) the owners of the Equity Interests of such Material Subsidiary who are Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates (if any) evidencing the certificated 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, if applicable) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (ii) With respect to any Subsidiary that is acquired or created for the purpose of an ABS Transaction, such Subsidiary shall guarantee and secure the Secured Obligations prior to its acquisition (either by assignment, division, divisive merger or otherwise) of any Mortgaged Property or the Equity Interest of an entity that owns Mortgaged Property by executing a supplement to the Guarantee and Collateral Agreement in the form of Annex I thereto and if such ABS Transaction does not close within five (5) Business Days (or such longer period as the Administrative Agent shall agree) after the acquisition of such Mortgaged Property or the Equity Interest of an entity that owns such Mortgaged Property by such Subsidiary, the Borrower shall cause (A) the owners of the Equity Interests of such Subsidiary who are Group Members to pledge all of the Equity Interests of such Subsidiary (including delivery of original stock certificates (if any) evidencing the certificated Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (B) such Material Subsidiary to promptly execute and deliver such other additional closing documents (including Mortgages or amendments to Mortgages), legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such certificated Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible personal property assets (other than any “Excluded Asset” as defined in the Security Instruments) of the Borrower and each Group Member to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Parent Guarantor and the Borrower shall, and shall cause its their Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Parent Guarantor and the Borrower shall promptly cause each Subsidiary of their Subsidiaries to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Parent Guarantor and the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 other than a Foreign Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). Upon any transfer of any Oil and Gas Properties listed in Schedule 7.17 to the Borrower or any Guarantor, the Borrower shall, and cause such Guarantor to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on such additional Oil and Gas Properties. 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 to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (ii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly cause such Domestic Subsidiary to (i) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate 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. (d) Any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(C) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the 2002 Senior Subordinated Notes, such Person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase pursuant to the terms of the Senior Revolving Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a firstsecond-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The In the event that the Borrower or any Subsidiary acquires or forms any Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicablethereof to the Senior Administrative Agent) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent, in each case subject to the rights and interests of the Senior Administrative Agent. (c) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments in accordance with the terms thereof.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty sixty (3060) days of the delivery of the certificate required under contemplated by Section 8.12(c), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (provided that 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 Administrative Agent or its designee 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). (b) The If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt other than the Indebtedness, and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of Borrower and the proved, developed and producing reserves) Restricted Subsidiaries evaluated in the most recently completed Reserve Report Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90less than 85% of the total value of the proved, developed proved Oil and producing reserves)Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the certificate required under Section 8.12(c)Reserve Report Certificate, to the Administrative Agent or its designee as security for the Obligations a first-priority Lien interest (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 definitionLiens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 80% of such total value (and on at least 90is equal to or greater than 85% of the total value of the proved, developed proved Oil and producing reserves)Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) The Borrower shall promptly cause each Material Subsidiary to become a Guarantor and guarantee the Obligations pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary the Restricted Subsidiaries to, promptly, but in any event no later than 10 15 days (or such later date as the Administrative Agent may agree to in its sole discretion) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of such any Material Subsidiary to, (i) cause such Material Subsidiary to execute and deliver a joinder and supplement to the Guaranty Agreement executed by such SubsidiaryGuarantee and Collateral Agreement, (ii) (A) pledge all of the Equity Interests issued by such Material Subsidiary and (B) cause such Material Subsidiary to pledge all of the Equity Interests directly owned by such new Material Subsidiary in its respective Subsidiaries and Permitted Joint Ventures (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); provided, if applicable) that such pledge shall be limited to 65% of the voting Equity Interests in any Foreign Subsidiary, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that 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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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(b8.13(b). (b) The Each of the General Partner, the Parent and the Borrower shall promptly cause each Subsidiary of its Subsidiaries (other than the Borrower) to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, each of the General Partner, the Parent and the Borrower shall, or shall cause such Subsidiary its Subsidiaries to, promptly, but in any event no later than 10 days after concurrently with the formation or acquisition (or other similar event) of such any Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party intends to grant any Lien on any Property to secure any Second Lien Term Debt (or any Permitted Refinancing Debt), each of the General Partner, the Parent and the Borrower will provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent (or such shorter time as the Administrative Agent shall determine in its sole discretion), and each of the General Partner, the Parent and the Borrower will, and will cause its Subsidiaries to, first grant to the Administrative Agent to secure the Obligations a prior Lien on the same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent to the extent a prior Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, each of the General Partner, the Parent and the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding anything to the contrary contained herein, each of the General Partner, the Parent and the Borrower will cause each of its Subsidiaries and any other Person guaranteeing any Second Lien Term Debt (or any Permitted Refinancing Debt) to contemporaneously guarantee the Obligations pursuant to the Guaranty Agreement. (d) Each of the General Partner, the Parent and the Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, each of its bank accounts with a bank or financial institution acceptable to the Administrative Agent, and subject to the terms of the Intercreditor Agreement, at all times after the Effective Date, subject to a Deposit Account Control Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c8.12(a), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Oil and Gas Properties of the Loan Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower Each Loan Party shall, and shall promptly cause each Subsidiary to guarantee of its Material Subsidiaries to: (i) unconditionally guaranty, on a joint and several basis, the Obligations prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement and (ii) grant to the Administrative Agent, pursuant to the Security Agreement, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Subsidiary of the Parent owned by such Material Subsidiary. In connection with any such guarantytherewith, the Borrower Parent shall, or shall cause such Subsidiary toMaterial Subsidiary, to promptly, but in any event no later than within 10 days Business Days after the formation creation or acquisition thereof (or other similar event) of such Subsidiary to), (iA) execute and deliver an amendment or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (iiB) execute and deliver an amendment or supplement to the Security Agreement to pledge all of the Equity Interests in each Subsidiary of the Parent owned by such new Material Subsidiary (including, without limitation, delivery of original stock or equity certificates evidencing the Equity Interests of any such SubsidiarySubsidiary so owned, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Parent and Borrower shall cause any Person that guarantees the obligations with respect to any Permitted Senior Unsecured Notes to execute and deliver to the Administrative Agent a Guaranty Agreement. (c) The Parent will at all times cause the other material tangible and intangible assets of the Parent and each Material Subsidiary to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Restricted Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Restricted Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the voting Equity Interests of such Foreign Subsidiary and 100% of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower shall promptly cause each Subsidiary of its Subsidiaries to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty sixty (3060) days of following the delivery of the certificate required under Section 8.12(c)such Reserve Report, grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Proved Oil and Gas Properties not already subject to a Lien of created by the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, 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. 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). (bi) The Each Loan Party other than the Borrower shall promptly will, and will cause each Subsidiary of its Subsidiaries to guarantee unconditionally guaranty, on a joint and several basis, the Obligations prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement and (ii) each Loan Party will, and will cause each of its Subsidiaries to, grant to the Administrative Agent, pursuant to this Agreement or the Guaranty Agreement, as applicable, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Subsidiary of the Borrower. In connection with any such guarantytherewith, the Borrower shallwill, or shall and will cause such Subsidiary toeach Subsidiary, to promptly, but in any event no later than within 10 days after the formation creation or acquisition thereof (or other similar event) of such Subsidiary to), (iA) execute and deliver an amendment or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (iiB) pledge all of the Equity Interests of such new each Subsidiary (including, without limitation, including delivery of original stock or equity 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will and will cause its Subsidiaries to promptly execute and deliver to the Administrative Agent all such other documents and instruments reasonably requested by the Administrative Agent to cause substantially all other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien created by the Security Instruments

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% seventy percent (70%) of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) PDP Reserves evaluated in the most recently completed delivered Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production). In the event that the Mortgaged Properties do not represent at least 80% of such total value seventy percent (and on at least 90% 70%) of the total value of the provedPDP Reserves evaluated in the most recently delivered Reserve Report (after giving effect to exploration and production activities, developed acquisitions, dispositions and producing reservesproduction), then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty 30 days (30or such longer period of time as may be acceptable to the Administrative Agent) days of after delivery of the certificate required under Section 8.12(c), to the Administrative Agent Agent, as security for the Obligations Indebtedness, a first-first priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to through (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties of the Credit Parties that are not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value seventy percent (and on at least 90% 70%) of the total value of the provedPDP Reserves evaluated in the most recently delivered Reserve Report (after giving effect to exploration and production activities, developed acquisitions, dispositions and producing reservesproduction). 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 Mortgages 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 pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that the Borrower forms or acquires any Domestic Subsidiary (other than a newly formed Domestic Subsidiary that is not capitalized and owns no Property, but only for so long as such Domestic Subsidiary remains uncapitalized and owns no Property) that is not designated as an Unrestricted Subsidiary pursuant to Section 9.18(b), or designates an Unrestricted Subsidiary to be a Restricted Subsidiary pursuant to Section 9.18(c), the Borrower shall promptly (and in any event within 10 Business Days of such acquisition or designation, or such longer period as the Administrative Agent may agree in its sole discretion) cause each such Domestic Subsidiary to guarantee the Obligations Indebtedness and xxxxx x xxxx and security interest in all of its Collateral (as defined in the Guarantee and Collateral Agreement) pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any such guarantytherewith, the Borrower shall, or shall cause such the applicable Restricted Subsidiary toand, promptlyin the case of clause (ii) below, but in cause any event no later than 10 days after Credit Party that owns any Equity Interests of the formation or acquisition (or other similar event) of such Subsidiary new Restricted Subsidiary, to, (i) execute and deliver the Guarantee and Collateral Agreement (or a supplement to the Guaranty Agreement executed by such Subsidiaryor joinder thereto, as applicable), (ii) pledge all of the Equity Interests of such new Restricted Subsidiary that are owned by any Credit Party (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Domestic Subsidiary (including all Swap Agreements) to be subject to a Lien of the Security Instruments, excluding the assets excluded from the Collateral under the Security Instruments. (d) 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 any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value. 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 Administrative Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (b) The Borrower shall promptly cause each Domestic Subsidiary Group Member that is a wholly-owned Material Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Material Subsidiary to promptly execute and deliver such Guarantee and Collateral Agreement (or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable), (ii) the owners of the Equity Interests of such Material Subsidiary who are Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Group Member to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination delivery of the Borrowing Basea Reserve Report, the Borrower Company shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(b)) to ascertain whether the Mortgaged Properties represent at least 80% (w) ninety percent (90%) of the total value PV-10 of the proved Oil and Gas Properties (and on at least 90% Proved Developed Producing Reserves of the total value Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the proved, developed PV-10 of the Proved Reserves of the Company and producing reserves) its Subsidiaries evaluated in the most recently completed such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Collateral Coverage Minimum, then the Borrower Company shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the certificate Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existshall be permitted to exist thereupon, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Collateral Coverage Minimum. 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 Administrative Agent and Collateral Agent 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). (b) The Borrower From and after the Closing Date, in the event that any Subsidiary is formed or acquired by the Company or any of its Subsidiaries, the Company shall promptly promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause each such newly formed or acquired Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any such guarantyguaranty and security interest grant, the Borrower Company shall, or shall cause (i) such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Guarantee and Collateral Agreement executed by such Subsidiary, (ii) the owners of the Equity Interests of such Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. 80 (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grantpromptly, within thirty (30) days of delivery of but in any event no later than 60 days, after the certificate required under Section 8.12(c)date such Reserve Report is delivered to the Administrative Agent, grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All 80 Section 8.14 amended by the 1st Amendment. 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 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 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).8.14(b).81 (b) The Borrower shall promptly cause each Domestic Subsidiary (other than any Subsidiary classified as such based on the Borrower or any Subsidiary being a general partner thereof, unless such Subsidiary is a Wholly-Owned Subsidiary), promptly, but in any event no later than 60 days after such Domestic Subsidiary becomes such, to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 10 days 60 days, after the formation or acquisition (or other similar event) of such Domestic Subsidiary tobecomes such, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (iiB) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, or shall cause such Domestic Subsidiary to promptly, but in any event no later than 60 days after such Foreign Subsidiary becomes so owned, (A) execute and deliver a supplement to the Guaranty Agreement executed by the Borrower or such Domestic Subsidiary, (B) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) Any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(A)(4) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 60 days after the date required thereby, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Permitted Debt, such person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release. (e) Holdings shall (i) guarantee the Indebtedness pursuant to the Guaranty Agreement, (ii) provide such documents and instruments as may be necessary to provide perfected security interests on its Property in favor of the Administrative Agent in accordance with the Guaranty Agreement, (iii) pledge all of the Equity Interests of the Borrower (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock powers for each certificate duly executed in blank by Holdings) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions in connection therewith as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Oil and Gas Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Restricted Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock 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. (d) With the delivery of each April 1 Reserve Report, the Borrower shall provide information to the Administrative Agent on all Midstream Assets acquired since the last April 1 Reserve Report in such detail as reasonably required by the Administrative Agent and the Borrower and its Restricted Subsidiaries owning such Midstream Assets shall execute Security Instruments acceptable to the Administrative Agent granting first priority Liens to the Administrative Agent in such Midstream Assets.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower Parent shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary (other than the Borrower) to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Parent shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition : (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of a Foreign Subsidiary, then the Borrower shall, or shall promptly cause such Domestic Subsidiary to, (1) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (2) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase and at any other times reasonably elected by the Agent or the Requisite Holders, the Borrower Issuer shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(b)) to ascertain whether the Mortgaged Properties represent at least 80(i) 95% of the PV-9 of the Proved Reserves evaluated in the most recent Reserve Report, (ii) 95% of the PV-9 of the Proved Developed Producing Reserves evaluated in the most recent Reserve Report, (iii) 100% of the total value gross acreage of the proved Oil and Gas Properties Note Parties on the Effective Date, (and on at least iv) 90% of the total value gross acreage of the provedNote Parties at any time after the Effective Date, developed (v) substantially all of the Note Parties’ Midstream Properties and producing reservesany infrastructure or related Oil and Gas Property (excluding, for the avoidance of doubt, any Midstream Properties constituting Excluded Assets), (vi) evaluated all of the Whitehorse Assets acquired on the Effective Date and (vii) any other of the Note Parties’ Oil and Gas Properties requested by the Agent of the Requisite Holders from time to time with a fair market value in the most recently completed Reserve Report excess of $2,000,000, in each case, after giving effect to exploration and production activities, acquisitionsacquisitions (including the Whitehorse Asset Acquisition), dispositions and productionproduction (collectively, the “Minimum Mortgage Requirements”). In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of satisfy the total value of the proved, developed and producing reserves)Minimum Mortgage Requirements, then the Borrower Issuer shall, and shall cause its Subsidiaries the other Note Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(b) (or, in the case of clause (vii) above, within thirty (30) days of the Agent’s or Requisite Holders’ written request), to the Administrative Agent as security for the Obligations Obligations, a first-priority Second Priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof permitted by Section 9.03 may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties, Midstream Properties (excluding, for the avoidance of doubt, any Midstream Properties constituting Excluded Assets) and properties described in the definition of Minimum Mortgage Requirements not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of satisfy the total value of the proved, developed and producing reserves)Minimum Mortgage Requirements. 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 Administrative Agent Requisite Holders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Domestic Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Domestic Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Borrower Issuer shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Obligations pursuant to the Guaranty AgreementAgreement and to xxxxx x xxxx and security interest in all of its Collateral (as defined in the applicable security agreement, but which shall in no event include Excluded Assets) pursuant to a security agreement. In connection with any such guaranty, the Borrower Issuer shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Domestic Subsidiary to execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary(or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, including delivery of original stock 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, if applicable) and (iii) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative AgentRequisite Holders. (c) In the event that any Note Party becomes the owner of a Domestic Subsidiary, then the Note Party shall (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Note Party and to the extent such pledge does not occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Requisite Holders. (d) The Issuer hereby guarantees the payment of all Obligations of each Note Party (other than the Issuer) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Note Party (other than the Issuer) in order for such Note Party to honor its obligations under its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Issuer shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Note Document, as it relates to such other Note Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Issuer under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or terminated and the principal of and interest on each Note and all fees payable hereunder and all other amounts payable under the Note Documents have been paid in full.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80100% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80100% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that Liens permitted by Section 9.03(c) and 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 80100% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The In the event that the Borrower or any Subsidiary acquires or forms any Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Guarantee and Collateral Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause the other tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower shall promptly cause each (i) newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary or (ii) Loan Party that guarantees other Debt of any Loan Party to guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause cause: (A) such Domestic Subsidiary to, promptly, but in that is a Wholly-Owned Subsidiary that guarantees other Debt of any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) Loan Party to execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (iiB) the parent(s) of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, including delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) such parent(s) or Domestic Subsidiary, as applicable, to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of a first tier Foreign Subsidiary, then such Loan Party shall (i) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Borrower shall promptly (i) cause each Restricted Subsidiary to guarantee the Obligations pursuant that is not a party to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary Agreement to, promptly, but in any event no later than 10 15 days after the formation or acquisition (or other similar event) of such Subsidiary toRestricted Subsidiary, (i) execute and deliver a supplement to the Guaranty Agreement executed by whereby such SubsidiaryRestricted Subsidiary will guarantee the Indebtedness, (ii) pledge pledge, or cause the applicable Restricted Subsidiary or Restricted Subsidiaries to pledge, all of the Equity Interests of such new Restricted Subsidiary (including, without limitation, delivery of original any stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver deliver, and cause each Restricted Subsidiary to execute and deliver, such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, mortgages, security agreements 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. 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations Indebtedness pursuant to the a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiA) pledge all of the Equity Interests of such new Subsidiary pursuant to a Pledge Agreement (including, without limitation, delivery of original stock certificates certificates, if any, 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, if applicable) and (iiiB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance 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 Subsidiary places such 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).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions acquisitions and productionDispositions. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period as the Administrative Agent may approve in its sole discretion) of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to ), (b), (c), (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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The If (i) the Borrower shall promptly cause each or any Restricted Subsidiary to guarantee the Obligations creates or acquires any Material Subsidiary or (ii) any Restricted Subsidiary becomes a Material Subsidiary (whether pursuant to the Guaranty Agreement. In connection with any such guarantydefinition of Material Subsidiary or otherwise), then the Borrower shallshall cause, or shall cause such Subsidiary its Restricted Subsidiaries to, promptly, but in any event no later than 10 ten (10) days after the formation date of creation or acquisition thereof or the date such Restricted Subsidiary becomes a Material Subsidiary, as the case may be (or other similar eventsuch later date as the Administrative Agent may agree in its sole discretion): (A) of cause such Restricted Subsidiary to, (i) execute to become a Guarantor by executing and deliver delivering to the Administrative Agent a duly executed supplement to the Guaranty Guarantee Agreement executed by (or such Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (iiB) pledge all of the Equity Interests of such new Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Borrowing Base Properties which are Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value PV-10 of the proved, developed and producing reserves) Borrowing Base Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-10 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-10 value. 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 Administrative Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 90% (rather than 100%) of the PV-10 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-10 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be (but shall not be required to be) up to 100% at any time. (bi) The Borrower shall promptly cause each Domestic Subsidiary Group Member that is a wholly-owned Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Subsidiary to promptly execute and deliver such Guarantee and Collateral Agreement (or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable), (ii) the owners of the Equity Interests of such Subsidiary who are Group Members to pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock certificates (if any) evidencing the certificated 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, if applicable) and (iii) such Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such certificated Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible personal property assets (other than any “Excluded Asset” as defined in the Security Instruments) of the Borrower and each Group Member to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The In the event that the Borrower or any Subsidiary acquires or forms any Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Proved PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9, then Parent and the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Parent and the Borrower shall promptly cause each newly created or acquired Subsidiary that is a Wholly-Owned Subsidiary (other than any Immaterial Subsidiary) to guarantee the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty, Parent and the Borrower shall, or shall cause (i) such Subsidiary to, promptly, but in (other than any event no later than 10 days after Immaterial Subsidiary) to execute and deliver the formation or acquisition Guarantee and Collateral Agreement (or a supplement thereto, as applicable) and (ii) the owners (other similar eventthan any Immaterial Subsidiary) of the Equity Interests of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock 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, if applicable) and (iii) to execute and deliver such other additional closing documents, documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the direct owner of a Domestic Subsidiary, then the Loan Party shall promptly (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (d) In the event that any Loan Party becomes the direct owner of a Foreign Subsidiary, then the Loan Party shall promptly (i) pledge 66-2/3% of all the Equity Interests of such Foreign Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Collateral Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and effect until Payment in Full. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Reserve Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that (i) 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 definitiondefinition and (ii) Liens permitted by Section 9.03(d), may exist) 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value. 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 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 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(b8.13(b). (b) The In the event that (i) the Borrower forms or acquires any Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower agrees that it will not, and will not permit any Subsidiary to, xxxxx x Xxxx on any Property to secure the Second Lien Notes without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Within three (3) Business Days of the Effective Date, the Borrower shall deliver to the Administrative Agent an opinion by its local counsel in the State of North Dakota, in form and substance reasonably satisfactory to the Administrative Agent. (b) In connection with each redetermination of the Borrowing BaseTotal Reserve Value, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Reserve Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that (i) Liens under the Senior Revolving Credit Documents, (ii) 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 definitiondefinition and (iii) Liens permitted by Section 9.03 may exist) 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value. 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 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 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). (bc) The In the event that the Borrower forms or acquires any Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower agrees that it will not, and will not permit any Subsidiary to, xxxxx x Xxxx on any Property to secure the Senior Revolving Notes without first (i) giving ten (10) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien (subject only to a Lien under the Senior Revolving Credit Documents) on this same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grantgrant (from its available unencumbered Property), within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 Administrative Agent and the Borrower 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). (b) The In the event that the Borrower determines that any Subsidiary is a Material Domestic Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value Total Reserve Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect Report; provided that, following reasonable advance notice from the Administrative Agent, the aforementioned threshold shall automatically be increased to exploration 90% of the Total Reserve Value of the Oil and production activities, acquisitions, dispositions and productionGas Properties evaluated in the most recently completed Reserve Report. In the event that the Mortgaged Properties do not represent at least 8085% or 90%, as applicable, of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value, then the Borrower Credit Parties shall, and shall cause its their Subsidiaries to, grant, within thirty forty-five (3045) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8085% or 90%, as applicable, of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value. 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 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 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). (b) The Borrower In the event that a Credit Party forms or acquires any Subsidiary, the Credit Parties shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Credit Parties shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If requested by the Administrative Agent, the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of such request, to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (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 any Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments. 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase Redetermination, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated as set forth in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 additional Oil and Gas Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause each such Restricted 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 to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (ii) pledge all cause the owner of the Equity Interests of in such new Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above (other than the Royalty Interests) to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property.

Additional Collateral; Additional Guarantors. (a) In connection with each Scheduled Redetermination of the Borrowing Base and any redetermination of the Borrowing BaseBase in connection with an acquisition or Disposition of Property permitted hereunder, the Borrower shall review the Reserve Report its and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Guarantors’ Oil and Gas Properties (to ascertain whether such Oil and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and productionGas Properties are Mortgaged Properties. In the event that the Mortgaged Properties do not represent at least 80% of such total value substantially all, but in no event less than ninety-five percent (and on at least 90% of the total value of the proved, developed and producing reserves95%), of its and the Guarantors’ (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing,” then the Borrower shall, and shall cause its Subsidiaries the Guarantors to, grant, within thirty forty-five (3045) days of delivery of the certificate required under Section 8.12(c) (or such later date not to exceed forty-five (45) additional days as the Administrative Agent may agree in its sole discretion), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted subject only to 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 permitted by Section 9.03 on 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 80% constitute substantially all, but in no event less than ninety-five percent (95%) of such total value (and on at least 90% each of the Borrower’s and the Guarantors’ (i) total value Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing.” If any Mortgaged Property includes a structure with two or more walls that is located in a special flood hazard zone, the Obligors shall deliver evidence that the flood insurance requirements have been satisfied to the Administrative Agent contemporaneously with delivery of the provedSecurity Instruments, developed and producing reservesthe Administrative Agent shall be satisfied that flood insurance requirements have been satisfied. 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). 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 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 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary the Guarantors to, promptly, but in any event no later than 10 days after within five (5) Business Days of the formation or acquisition (or other similar event) event of any new Subsidiary, or such Subsidiary later date as the Administrative Agent may agree in its sole discretion, to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Each of the Obligors shall cause all Obligations of the Obligors under the Loan Documents and under any interest rate protection or other Swap Agreements or cash management arrangements entered into with any Lender, the Administrative Agent or any person that at the time such arrangements were entered into was an Affiliate of a Lender or the Administrative Agent that are intended to be secured on an equal and ratable basis with the obligations under the Loan Documents will be unconditionally guaranteed jointly and severally on a pari passu basis with the other Obligations by the Obligors.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for the avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% eighty-five percent (85%) of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value eighty-five percent (and on at least 90% 85%) of the total value PV-9 of the proved, developed and producing reserves)Borrowing Base Properties, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 80% of such total value eighty-five percent (and on at least 90% 85%) of the total value PV-9 of the proved, developed and producing reserves)Borrowing Base Properties. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Material Indebtedness, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause (A) such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) the owners of the Equity Interests of such Subsidiary who are Loan Parties to pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10.0 million, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty-six and two thirds percent (66-2/3%) of all the voting Equity Interests of such Foreign Subsidiary and 100% of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock 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. (d) The Borrower will not, and will not permit any Restricted Subsidiary to, xxxxx x Xxxx on any Property to secure the 2022 Second Lien Notes which is not already granted to secure the Secured Obligations under the Security Instruments without first (i) giving at least ten (10) days’(or such earlier time as may be agreed by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Secured Obligations a first-priority, perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent; provided that Excepted Liens may exist. In connection therewith, the Borrower shall, or shall cause its Restricted Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions of the type customarily given with regard to such matters as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value Total Proved PV-9 of the proved, developed and producing reserves) Borrowing Base Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9, then Parent and the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Parent and the Borrower shall promptly cause each newly created or acquired Subsidiary (other than any Immaterial Subsidiary) and any Immaterial Subsidiary that becomes a Material Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty, Parent and the Borrower shall, or shall cause (i) such Subsidiary to, promptly, but in (other than any event no later than 10 days after Immaterial Subsidiary) to execute and deliver the formation or acquisition Guarantee and Collateral Agreement (or a supplement thereto, as applicable) and (ii) the owners (other similar eventthan any Immaterial Subsidiary) of the Equity Interests of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock 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) and to execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. [First Amendment] (c) In the event that any Loan Party becomes the direct owner of a Domestic Subsidiary, then the Loan Party shall promptly (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if applicableany, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents, documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) In the event that any Loan Party becomes the direct owner of a Foreign Subsidiary, then the Loan Party shall promptly (i) pledge 66-2/3% of all the Equity Interests of such Foreign Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Collateral Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and effect until Payment in Full. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower shall promptly cause each Subsidiary of its Subsidiaries to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed Oil and producing reserves) Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (subordinate and subject to any Liens securing the Revolver Indebtedness as provided in the Intercreditor Agreement) (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 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, mortgages, 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. 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations Indebtedness pursuant to a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) pledge all of the Equity Interests of such new Subsidiary pursuant to a Subsidiary Pledge Agreement (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c) of the Revolver, then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subordinate and subject to any Liens securing the Revolver Indebtedness as provided in the Intercreditor Agreement) (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance 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 Subsidiary places such 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). (d) In the event that (i) the Majority Lenders waive the provisions of Section 9.15 to permit the Borrower or any Domestic Subsidiary to become the owner of a Foreign Subsidiary (such waiver to be granted in the sole discretion of the Majority Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (ii) pledge 65% of all of the Equity Interests of such new Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Foreign Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (e) Upon the acquisition by the Borrower or any Subsidiary of any ENP Interests after the Effective Date, the Borrower shall grant, or shall cause such Subsidiary to grant, within five Business Days after the acquisition thereof, to the Administrative Agent as security for the Indebtedness a first-priority Lien interest in such acquired ENP Interests and shall deliver to the Administrative Agent any and all certificates evidencing such acquired ENP Interests. All such Liens will be created and perfected by and in accordance with the provisions of the ENP Interests Pledge Agreement and financing statements with respect thereto, all in form and substance reasonably satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with Promptly after the end of each redetermination of the Borrowing Basemonth, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi9.12(c)(vii)) to ascertain whether the Mortgaged Properties represent at least 8095% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that If the Mortgaged Properties do not represent at least 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, as soon as reasonably possible and in any event within thirty (30) 15 days after the end of delivery of the certificate required under Section 8.12(c), such month to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that 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 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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(b9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value. 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 Administrative Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (b) The Borrower shall promptly cause each Domestic Subsidiary Group Member that is a wholly-owned Material Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Material Subsidiary to promptly execute and deliver such Guarantee and Collateral Agreement (or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable), (ii) the owners of the Equity Interests of such Material Subsidiary who are Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock 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, if applicable) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Group Member to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 75% (unless the Aggregate Maximum Credit Amount is greater than $800,000,000 then 80% %) of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 75% (unless the Aggregate Maximum Credit Amount is greater than $800,000,000 then 80% %) of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c)Reserve Report Certificate, to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 75% (unless the Aggregate Maximum Credit Amount is greater than $800,000,000 then 80% %) of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary guarantees any of the Senior Notes or incurs or guarantees $25,000,000 or more of Debt (other than Non-Recourse Debt), the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) owned by the Borrower or such Domestic Subsidiary and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $20,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, pledge Equity Interests representing 65% of the total combined voting power of all classes of stock entitled to vote and 100% of any other class of stock of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (aA) In connection with each redetermination delivery of the Borrowing Basea Reserve Report, the Borrower shall review the such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi6.12(B)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% the Threshold Amount of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% the Threshold Amount of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then (i) the Borrower shall, and shall cause its the Borrower’s Subsidiaries to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c6.12(B), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (aA) to (dD) and (fF) 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 Documents such that after giving effect thereto, the Mortgaged Properties will represent at least 80% the Threshold Amount of such total value and (and on at least 90% ii) the Parent shall promptly file a Form 8-K, or include such information as part of any filing of the total value of Parent’s financial statements, with the proved, developed and producing reservesSEC announcing that the Borrower has complied with this Section 6.14(A). 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 the Security InstrumentsDocuments, all in form and substance reasonably satisfactory to the Administrative Agent Required 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). (bB) The Borrower It shall promptly cause each of its Subsidiaries (other than the Borrower and the Excluded Subsidiaries) to guarantee the Obligations pursuant to the Guaranty Agreement. If at any time the net income of all Excluded Subsidiaries is greater than $1,000,000 in any fiscal year, then within 30 days after the thee delivery of financial statements under Section 6.1(A) with respect to such fiscal year, it shall cause each Excluded Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. The Parent shall at all times guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guarantyguarantee, the Borrower it shall, or shall cause such Subsidiary toto promptly (but with respect to any Subsidiary formed or acquired after the date hereof, promptly, but in any event no later than 10 ten days after the date of such formation or acquisition (or other similar event) of such Subsidiary toacquisition), (i) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Required Lenders, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power or equity powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall are reasonably be requested by the Required Lenders in connection with this Section 6.14(B). (C) The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, permit to exist any Lien on any “building” or “manufactured (mobile) home” (each as defined in Regulation H promulgated under the Flood Insurance Laws) except Excepted Liens. (D) The Parent shall, and shall cause each of the Parent’s Subsidiaries to, grant to the Administrative Agent, contemporaneously with the granting of a Lien on any Property to secure any Permitted Second Lien Debt, as security for the Obligations, a first priority, perfected Lien (subject only to Excepted Liens) on the same Property pursuant to Security Documents in form and substance reasonably satisfactory to the Required Lenders. In connection therewith, the Parent shall and shall cause each of the Parent’s Subsidiaries to execute and deliver such other additional closing documents, certificates and legal opinions as are reasonably requested by the Required Lenders. (E) The Parent shall cause any Person guaranteeing any Permitted Second Lien Debt to contemporaneously become a Guarantor hereunder in accordance with Section 6.14(B).

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty sixty (3060) days of the delivery of the certificate required under contemplated by Section 8.12(c8.12(b), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to a Lien under the Senior Revolving Credit Documents and provided that 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 Administrative Agent or its designee 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). (b) The If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt other than the Indebtedness, and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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 thereofthereof to the Administrative Agent or if the Senior Revolving Credit Agreement is then in effect, if applicableto the administrative agent thereunder) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) Prior to or contemporaneously with the granting of any Lien on any Property to or for the benefit of any agent or lender under the Senior Revolving Credit Agreement pursuant to any Senior Revolving Credit Document or otherwise, the Borrower or applicable Subsidiary shall grant to the Administrative Agent a Lien interest (subject only to Liens under the Senior Revolving Credit Documents and Excepted Liens of the type described in clauses (a) to (d) and (f) in the definition thereof, but subject to the provisos at the end of such definition) on such Property for the benefit of the Lenders to secure the Indebtedness. All such Liens in favor of the Administrative Agent 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 a sufficient number of 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).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for the avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Mortgaged Property 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). It is understood that the obligation to pledge and provide such first priority perfected liens (subject to Excepted Mortgaged Property Liens) on only 85% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Borrowing Base Properties; accordingly, at any time that an Event of Default has occurred and is continuing, the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be may be increased up to 100% (but in no case in a manner that would be unduly burdensome for the Borrower) upon reasonable request of the Administrative Agent. (b) The Each of Parent and the Borrower shall promptly cause each Subsidiary that is a Wholly-Owned Subsidiary (and any other Subsidiary that is required to become a Guarantor pursuant to Section 8.14(a)) to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guarantyguaranty and security interest grant, Parent and the Borrower shall, or shall cause (i) such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition to promptly execute and deliver such Guarantee and Collateral Agreement (or other similar eventa supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitationif such Equity Interests are certificates, delivery of original stock 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) and to promptly execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. Parent shall at all times pledge all of the Equity Interests of the Borrower (including, if applicablesuch Equity Interests are certificates, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof). (c) In the event that any Loan Party becomes the owner of any Equity Interests of a Subsidiary, then such Loan Party shall (i) pledge 100% of the Equity Interests of such Subsidiary, that are owned by such Loan Party (including, if such Equity Interests are certificated, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) (along with such Subsidiary, as applicable) execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) Each of Parent and the Borrower will at all times cause the other material tangible and intangible assets of Parent, the Borrower and each Loan Party to be subject to a Lien of the Security Instruments (subject to customary exclusions and exceptions set forth in such Security Instruments).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value (as determined by the Administrative Agent) of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the Guarantors to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements the Mortgages 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. 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). (b) The Borrower shall promptly cause each Restricted Subsidiary to guarantee unconditionally guaranty, on a joint and several basis, the Obligations prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection with therewith, within 20 Business Days following any such guaranty, the Borrower shall, acquisition or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition creation (or other similar event) of a new Restricted Subsidiary, the Borrower shall cause such Subsidiary toRestricted Subsidiary, to (iA) execute become a party to the Guaranty Agreement by executing and deliver delivering an amendment or a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of in form and substance acceptable to the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) Administrative Agent and (iiiB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will and will cause each Guarantor to grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Restricted Subsidiary of the Borrower owned by the Borrower or such Guarantor. In the case of the Borrower and any Guarantor in existence on the Effective Date, such grant shall be effectuated by the Borrower and each Guarantor executing and delivering the Security Agreement on the Effective Date. In addition, within 20 Business Days following any acquisition or creation (or similar event) of a new Restricted Subsidiary, the Borrower shall, or shall cause the applicable Guarantor that owns Equity Interests in such Restricted Subsidiary to, execute and deliver an amendment or supplement to the Security Agreement to confirm the pledge all of the Equity Interests in such new Restricted Subsidiary. The Borrower will and will cause each Guarantor to also deliver to the Administrative Agent, together with or prior to its delivery of the Security Agreement on the Effective Date or any amendment or supplement thereto as set forth above, (A) original stock or equity certificates, if any, evidencing the Equity Interests of each Restricted Subsidiary owned by it, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof or, if uncertificated, such other documents as may be reasonably required by the Administrative Agent to perfect the Administrative Agent’s Lien therein by “control” in accordance with the applicable Uniform Commercial Code (including, without limitation, Sections 8-106, 9-106 and 9-314 thereof) and (B) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) Subject to the foregoing clauses (a) and (c), the Borrower will at all times cause the other material tangible and intangible assets (other than Equity Interests in Unrestricted Subsidiaries) of the Borrower and each Guarantor to be subject to a Lien of the Security Instruments. (e) The Borrower agrees that it will not, and will not permit any other Loan Party to, xxxxx x Xxxx on any Property to secure the Permitted Second Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Indebtedness, a first priority, perfected Lien (subject only to Excepted Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, and will cause each other Loan Party to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (f) 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 Guarantor 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 Guarantors’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (B) 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.

Additional Collateral; Additional Guarantors. (a) In connection with each of the Kxxxxx Xxxxxxx Acquisition and the Blacksand Acquisition and otherwise, with each redetermination of the Borrowing BaseBase (as defined in the Senior Revolving Credit Agreement), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to a Lien under the Senior Revolving Credit Documents and provided that 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 Administrative Agent or its designee 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). (b) The In the event that (i) the Borrower determines that 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 guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee. (c) Prior to or contemporaneously with the granting of any Lien on any Property to or for the benefit of any agent or lender under the Senior Revolving Credit Agreement pursuant to any Senior Revolving Credit Document or otherwise, the Borrower or applicable Subsidiary shall grant to the Administrative Agent a priority Lien interest (subject only to Liens under the Senior Revolving Credit Documents and Excepted Liens of the type described in clauses (a) to (d) and (f) in the definition thereof, but subject to the provisos at the end of such definition) on such Property for the benefit of the Lenders to secure the Indebtedness. 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 a sufficient number of 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). (d) The Borrower agrees that it will not, and will not permit any Subsidiary to, gxxxx x Xxxx on any Property to secure the Senior Revolving Credit Notes without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a priority, perfected Lien (subject to Liens under the Senior Revolving Credit Documents and Excepted Liens of the type described in clauses (a) to (d) and (f) in the definition thereof, but subject to the provisos at the end of such definition) on this same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Reserve Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect Report; provided that, following reasonable notice from the Administrative Agent, the aforementioned threshold shall automatically be increased to exploration 90% of the Total Reserve Value of the Oil and production activities, acquisitions, dispositions and productionGas Properties evaluated in the most recently completed Reserve Report. In the event that the Mortgaged Properties do not represent at least 80% or 90%, as applicable, of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value, then the Borrower Credit Parties shall, and shall cause its their Subsidiaries to, grant, within thirty forty-five (3045) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% or 90%, as applicable, of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value. 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 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 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). (b) The Borrower In the event that a Credit Party forms or acquires any Subsidiary, the Credit Parties shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Credit Parties shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If requested by the Administrative Agent, the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of such request, to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (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 any Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments. 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed Oil and producing reserves) Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its the Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total value value; provided that notwithstanding the foregoing, until the date that is thirty (and on at least 9030) days following the Fifth Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Mortgaged Properties shall only need to represent 80% of the total value of the proved, developed Oil and producing reserves)Gas Properties evaluated in the most recently completed Reserve Report. 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 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 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). (b) The Parent, OP LLC and the Borrower shall promptly cause each Material Subsidiary, and any other Domestic Subsidiary that guarantees any Debt of any other Credit Party, to guarantee the Obligations Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guaranty, the Parent, OP LLC and the Borrower shall, or shall (A) cause such Domestic Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) to execute and deliver the Guaranty and Security Agreement or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable, (iiB) cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary owned by such Credit Party pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Material Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Material Subsidiary to promptly, pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Foreign Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) If any Event of Default shall occur and be continuing, then the Parent, OP LLC and the Borrower shall, and shall cause each Domestic Subsidiary of either thereof to, within ten (10) Business Days after notice by Administrative Agent, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (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 all of their 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 substantially all of the Oil and Gas Properties of the Borrower and the Domestic Subsidiaries. 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 sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (e) Notwithstanding any provision in any of the Loan Documents to the contrary (except for the DevCo Mortgages), 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 any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent, OP LLC and the Borrower shall not, and shall not permit any of their respective Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens. For the avoidance of doubt, the exclusion contained in this Section 8.14(e) shall not apply to the DevCo Mortgages. (f) The Parent, OP LLC and the Borrower shall promptly cause each DevCo to guarantee the Indebtedness pursuant to the DevCo Guaranty. In connection with any such guaranty, the Parent, OP LLC and the Borrower shall (i) cause such DevCo to execute and deliver a DevCo Mortgage, (ii) cause the Credit Party that owns Equity Interests in such DevCo to pledge all of the Equity Interests of such DevCo pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original certificates evidencing the Equity Interests of such DevCo, together with an appropriate undated stock 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. The Parent, OP LLC and the Borrower shall, and shall cause each DevCo to, in connection with but reasonably prior to its delivery of additional Security Instruments pursuant to this Section 8.14(f), provide to the Administrative Agent the applicable Flood Deliverables with respect to any real property that will be subject to such additional Security Instruments. (g) Within thirty (30) days (or such longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion) after each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on December 31, 2017, the Parent, OP LLC and the Borrower shall cause the DevCos to provide to the Administrative Agent, without duplication, copies of all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any DevCo during such period, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in favor of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. In connection with the foregoing, to the extent reasonably requested by the Administrative Agent, the Borrower shall deliver, or shall cause to be delivered, (x) title and extended coverage insurance covering real property subject to the additional Security Instruments in an amount equal to the purchase price of such interest in real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Security Instruments, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (z) legal opinions, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base and Conforming Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8075% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8075% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c)such review, to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Oil and Gas Properties containing proved oil and gas reserves not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8075% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The If the Borrower shall promptly cause each or any Domestic Subsidiary to guarantee that is a Restricted Subsidiary becomes the Obligations pursuant to the Guaranty Agreement. In connection with any such guarantyowner of a Restricted Subsidiary, then the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 10 30 days after the formation or acquisition date of becoming an owner thereof (or other similar event) of such Subsidiary tolonger period as the Administrative Agent may agree in its discretion), (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all 100% of the Equity Interests of such new Restricted Subsidiary if it is a Domestic Subsidiary and (including, without limitation, delivery ii) pledge 65% of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary if it is a Foreign Subsidiary, (iii) deliver original stock certificates, if any, evidencing such Equity Interests so pledged, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower shall cause the following Persons to guarantee the Indebtedness pursuant to the Guaranty Agreement: (i) each Material Domestic Restricted Subsidiary; (ii) any Person required to guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.05(b); (iii) any Person that guarantees the Senior Notes or any Permitted Additional Debt; and (iv) one or more additional Domestic Subsidiaries that are Restricted Subsidiaries to the extent necessary to cause the total assets of the Domestic Subsidiaries that are Restricted Subsidiaries but are not Guarantors to be less than 20% of the combined assets of the Borrower and its Restricted Subsidiaries and the combined EBITDAX of such Domestic Subsidiaries to be less than 20% of the combined EBITDAX of the Borrower and its Restricted Subsidiaries. (d) In connection with any guaranty required by Section 8.13(c), the Borrower shall, or shall cause such Subsidiary or other Person to promptly, but in any event no later than 30 days (or such longer period as the Administrative Agent may agree in its discretion) after the event requiring such guaranty, execute and deliver (i) a supplement to the Guaranty Agreement and (ii) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time any Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.13 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Senior Notes or, if applicable, any Permitted Additional Debt, as the case may be, such Person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release. (e) If the Borrower obtains an Investment Grade Rating, then the provisions of Section 8.13(a) and (b) shall no longer apply.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total present value (using a nine percent (9%) discount rate) of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions acquisitions and productionDispositions. In the event that the Mortgaged Properties do not represent at least 8085% of such total present value (and on at least 90% of the total value of the proved, developed and producing reservesusing a nine percent (9%) discount rate), then then, subject to Section 8.19, the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period as the Administrative Agent may approve in its sole discretion) of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to ), (b), (c), (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 8085% of such total present value (and on at least 90% of the total value of the proved, developed and producing reservesusing a nine percent (9%) discount rate). 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 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 pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The If (i) the Borrower shall promptly cause each or any Restricted Subsidiary to guarantee the Obligations creates or acquires any Material Subsidiary or (ii) any Restricted Subsidiary becomes a Material Subsidiary (whether pursuant to the Guaranty Agreement. In connection with any such guarantydefinition of Material Subsidiary or otherwise), then the Borrower shallshall cause, or shall cause such Subsidiary its Restricted Subsidiaries to, promptly, but in any event no later than 10 ten (10) days after the formation date of creation or acquisition thereof or the date such Restricted Subsidiary becomes a Material Subsidiary, as the case may be (or other similar eventsuch later date as the Administrative Agent may agree in its sole discretion): (A) of cause such Restricted Subsidiary to, (i) execute to become a Guarantor by executing and deliver delivering to the Administrative Agent a duly executed supplement to the Guaranty Guarantee Agreement executed by (or such Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (iiB) pledge all of the Equity Interests of such new Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value PV-10 Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report and located in, or in U.S. Federal waters adjacent to, the United States, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c)Reserve Report Certificate, to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% PV-10 Value of the total value of Oil and Gas Properties located in, or in U.S. Federal waters adjacent to, the proved, developed and producing reserves)United States. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (other than an Unrestricted Subsidiary) incurs or guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Restricted Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Guarantee and Collateral Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests Capital Stock of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) owned by the Borrower or such Material Domestic Subsidiary and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Material Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, pledge Capital Stock representing 65% of the total combined voting power of all classes of stock entitled to vote and 100% of any other class of stock of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower agrees that it will not, and will not permit any Subsidiary to, xxxxx x Xxxx on any Property to secure the Second Lien Notes, except for such Liens granted on or before the date hereof, without first (1) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (2) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (e) In the event that the Borrower shall, or shall cause a Restricted Subsidiary to, register and/or document any of its floating infrastructure assets, including, without limitation, the ATP Titan or the ATP Octabuoy, but excluding any infrastructure assets held by Unrestricted Subsidiaries, as a vessel in the ownership of the Borrower or such Restricted Subsidiary under the laws and flag of the United States or any other jurisdiction, then the Borrower shall, and shall cause such Restricted Subsidiaries to, promptly execute as security for the Indebtedness a first preferred ship mortgage for each such vessel, in a form satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value Total Proved PV-9 of the proved, developed and producing reserves) Borrowing Base Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9, then Parent and the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Parent and the Borrower shall promptly cause each newly created or acquired Subsidiary (other than any Immaterial Subsidiary) to guarantee the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty, Parent and the Borrower shall, or shall cause (i) such Subsidiary to, promptly, but in (other than any event no later than 10 days after Immaterial Subsidiary) to execute and deliver the formation or acquisition Guarantee and Collateral Agreement (or a supplement thereto, as applicable) and (ii) the owners (other similar eventthan any Immaterial Subsidiary) of the Equity Interests of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock 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, if applicable) and (iii) to execute and deliver such other additional closing documents, documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the direct owner of a Domestic Subsidiary, then the Loan Party shall promptly (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (d) In the event that any Loan Party becomes the direct owner of a Foreign Subsidiary, then the Loan Party shall promptly (i) pledge 66-2/3% of all the Equity Interests of such Foreign Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Collateral Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and effect until Payment in Full. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. 123 (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(viv)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Parent Guarantor and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Parent Guarantor and the Borrower shall promptly (i) cause each Restricted Subsidiary to guarantee the Obligations pursuant that is not a party to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary Agreement to, promptly, but in any event no later than 10 15 days after the formation or acquisition (or other similar event) of such Subsidiary toRestricted Subsidiary, (i) execute and deliver a supplement to the Guaranty Agreement executed by whereby such SubsidiaryRestricted Subsidiary will guarantee the Indebtedness, (ii) pledge pledge, or cause the applicable Restricted Subsidiary or Restricted Subsidiaries to pledge, all of the Equity Interests of such new Restricted 123 Section 8.14 amended by First Amendment. Subsidiary (including, without limitation, delivery of original any stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver deliver, and cause each Restricted Subsidiary to execute and deliver, such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding this Section 8.14 or any other provision of any Loan Document, the Parent Guarantor and its Subsidiaries shall not be required to grant Liens of real property other than Oil and Gas Properties. (c) Notwithstanding this Section 8.14, Section 9.20 or any other provision of any Loan Document, unless permitted under the terms of the agreements governing such DrillCo, (i) a DrillCo that is an entity shall not be required to execute and deliver a supplement to the Guaranty Agreement, guarantee the Indebtedness, or xxxxx x Xxxx on any of its assets, (ii) neither the Administrative Agent nor any Other Secured Person shall have any Lien on any DrillCo, any DrillCo Properties, or, in the case of a DrillCo that is an entity, any assets of or Equity Interest in such DrillCo (and the Administrative Agent and each Other Secured Person agrees, upon request by the Parent Guarantor, to release any such Lien not so permitted) and (iii) no Loan Party shall be obligated to deposit funds from a DrillCo, a DrillCo Property or a DrillCo Party into a deposit or securities account subject to a deposit account control agreement or securities account control agreement naming the Administrative Agent or any Other Secured Person as the secured party thereunder.124

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (ai) to (dv), (vii) and (fviii) of the definition thereof may exist, but subject to the provisos at the end of such definitionthereof) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after affecting giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.09(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(iii)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 additional Oil and Gas Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause each such Restricted 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 to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Domestic Subsidiary to, (iA) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (iiB) pledge all cause the owner of the Equity Interests of in such new Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above (other than the Regency Units and any Regency Unit Proceeds) to be subject to a Lien pursuant to the Security Instruments; provided that in the case of an acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (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 any Loan Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the applicable Loan Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (B) 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the The Borrower shall review the promptly each Reserve Report delivered pursuant to this Agreement after the Effective and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed Oil and producing reserves) Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its the Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(b), to the Administrative Agent as security for the Obligations a first-priority Lien interest (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 additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Documents such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 InstrumentsDocuments, 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 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition to (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) On each Collateral Addition Date, the Borrower and each Subsidiary shall take all such actions and execute and deliver, or cause to be executed and delivered, all such Security Documents that Administrative Agent shall request to create in favor of Administrative Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority Lien on and security interest in all Oil and Gas Properties of the Borrower and its Subsidiaries not already subject to a Lien of the Security Documents (subject only to Excepted Liens of the type described in clause (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition). 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 Documents, all in form and substance satisfactory to the Administrative Agent and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. If requested by Administrative Agent, each Affiliate of a Loan Party who is an operator under any Operating Agreement shall have executed and delivered a subordination agreement to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 9080% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 9080% of the total value of the proved, developed and producing reserves), then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (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 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 80% of such total value (and on at least 9080% of the total value of the proved, developed and producing reserves). 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 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 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.and

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the Guarantors to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, 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. 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). (b) The Borrower shall promptly cause (i) each Subsidiary of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to guarantee the Obligations PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection with therewith, within 20 Business Days following any such guaranty, the Borrower shall, acquisition or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition creation (or other similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary to(or other Person), to (iA) execute become a party to the Guaranty Agreement by executing and deliver delivering an amendment or a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of in form and substance acceptable to the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) Administrative Agent and (iiiB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) On or after the earlier of (i) the date which is 45 days after the Effective Date and (ii) the date on which the PIK Toggle Notes are Redeemed in full, the Borrower and each Guarantor shall grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Restricted Subsidiary of the Borrower owned by the Borrower or such Guarantor. Such grant shall be effectuated by the Borrower and each Guarantor executing and delivering the Amended and Restated Security Agreement prior to such time, which Amended and Restated Security Agreement shall amend and restate the Initial Security Agreement in its entirety. In addition, within 20 Business Days following any acquisition or creation (or similar event) of a new Restricted Subsidiary, the Borrower shall, or shall cause the applicable Guarantor that owns Equity Interests in such Restricted Subsidiary to, execute and deliver an amendment or supplement to the Amended and Restated Security Agreement to confirm the pledge all of the Equity Interests in such new Restricted Subsidiary. The Borrower and each Guarantor shall also deliver to the Administrative Agent, together with or prior to its delivery of the Amended and Restated Security Agreement or any amendment or supplement thereto as set forth above, (A) original stock or equity certificates, if any, evidencing the Equity Interests of each Restricted Subsidiary owned by it, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof or, if uncertificated, such other documents as may be reasonably required by the Administrative Agent to perfect the Administrative Agent’s Lien therein by “control” in accordance with the applicable Uniform Commercial Code (including, without limitation, Sections 8-106, 9-106 and 9-314 thereof) and (B) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) Subject to the foregoing clauses (a) and (c), the Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Material Subsidiary (other than MEMP GP) to be subject to a Lien of the Security Instruments. (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 Guarantor 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 Guarantors’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (B) 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed Oil and producing reserves) Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition to (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If any Event of Default shall occur and be continuing, then the Borrower shall, and shall cause each of its Subsidiaries to, within ten (10) Business Days after notice by Administrative Agent, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided 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 all of their 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 substantially all of the Oil and Gas Properties of the Borrower and its Subsidiaries. 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 sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination delivery of the Borrowing Basea Reserve Report hereunder, the Borrower shall review the such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% subject to a Mortgage as of the total value date of such Reserve Report. If the aggregate Present Value of the provedLoan Parties’ Proved Reserves subject to a valid, developed perfected and producing reservessecond-priority Mortgage (subject only in priority to the Liens pursuant to the First Lien Credit Documents) evaluated in is less than the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Required Mortgage Value, then the Parent and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, grant within thirty (30) 30 days of the delivery of the certificate required under Section 8.12(c), most recent Reserve Report to the Administrative Agent as security for the Obligations Indebtedness a firstvalid, perfected and second-priority Lien interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents) on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate Present Value of the Oil and Gas Properties subject to a valid, perfected and Mortgage (subject in priority only to certain customary exceptions) to equal or exceed the Required Mortgage Value (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (fl) of the definition thereof may existexist on such Mortgage Properties, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves). 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 Mortgages 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 purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 8.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Borrowers shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value PV-9 of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% PV-9 as determined in the commercially reasonable discretion of the total value of the proved, developed and producing reserves)Lender, then the Borrower Borrowers shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of the delivery of the certificate required under Section 8.12(c), to the Administrative Agent Lender as security for the Obligations a first-priority Lien interest (provided that subject only to Excepted Liens of the type described identified in clauses (a) to through (d) and clauses (f) and (g) of the definition thereof may existthereof, but subject to the provisos proviso at the end of such definition) on additional proved 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent Lender and in sufficient executed (and acknowledged where necessary or appropriatenecessary) 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). (b) The Borrower Borrowers shall promptly cause each Domestic Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Borrowers shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (ii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates or other certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentLender. (c) The Borrowers absolutely, unconditionally and irrevocably undertake to provide such funds or other support as may be needed from time to time to each other Credit Party in order for such Credit Party to honor its obligations under the Guaranty Agreement with respect to Swap Agreements. The obligations of the Borrowers under this subsection (c) shall remain in full force and effect until all Indebtedness is paid in full to the Lender and all of the Commitment is terminated. The parties intend that this subsection (c) constitute, and this subsection (c) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves), then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that that, Excepted Liens of the type described in clauses (a) to through (d), (f) and (fp) 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves). 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 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 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(b8.13(b). (b) The Borrower shall promptly cause each Subsidiary of its Restricted Subsidiaries to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary its Restricted Subsidiaries to, promptly, but in any event no later than 10 days after concurrently with the formation or acquisition (or other similar event, including upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of such any Restricted Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Restricted Subsidiary, (ii) pledge all of the Equity Interests of issued by such new Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of issued by such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) the Borrower shall maintain, and shall cause each of its Restricted Subsidiaries to maintain, each of its bank accounts with a bank or financial institution reasonably acceptable to the Administrative Agent, at all times after the Effective Date, subject to a Control Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseUpstream Component Redetermination, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(iii)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Upstream Component Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated as set forth in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 additional Oil and Gas Upstream Component Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 Upstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause each such Restricted 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 to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Domestic Subsidiary to, (iA) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (iiB) pledge all cause the owner of the Equity Interests of in such new Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Oil and Gas Reserve Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c8.12(a), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Oil and Gas Properties of the Loan Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower Each Loan Party shall, and shall promptly cause each Subsidiary to guarantee of its Material Subsidiaries to: (i) unconditionally guaranty, on a joint and several basis, the Obligations prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement and (ii) grant to the Administrative Agent, pursuant to the Security Agreement, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Restricted Subsidiary of the Borrower and in MEMP (or, to the extent any MEMP Units have been deposited with a securities intermediary, the security entitlements therein created thereby) owned by, as applicable, such Loan Party or such Material Subsidiary; provided that, notwithstanding anything to the contrary contained in the Loan Documents, the Collateral shall exclude incentive distribution rights and the general partner interest in MEMP owned by MEMP GP. In connection with any such guarantytherewith, and subject the proviso in the immediately preceding sentence, the Borrower shall, or shall cause such Material Subsidiary to, promptly, but in any event no later than within 10 days Business Days after the formation creation or acquisition thereof (or other similar event) of such Subsidiary to), (iA) execute and deliver an amendment or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (iiB) execute and deliver an amendment or supplement to the Security Agreement to pledge all of the Equity Interests in each Restricted Subsidiary of the Borrower and in MEMP (or, to the extent any MEMP Units have been deposited with a securities intermediary, the security entitlements therein created thereby) owned by the Borrower or such new Material Subsidiary (including, without limitation, delivery of original stock or equity certificates evidencing the Equity Interests of any such SubsidiarySubsidiary so owned, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, or if applicable) uncertificated or constituting security entitlements as to MEMP Units, such other documents as may be reasonably required by the Administrative Agent to perfect the Administrative Agent’s Lien therein by “control” in accordance with the applicable Uniform Commercial Code including, without limitation, Sections 8-106, 9-106 and 9-314 thereof), and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or a Material Subsidiary makes any cash Investment in an Unrestricted Subsidiary (other than MEMP) from and after the Effective Date, the Borrower shall, or shall cause such Material Subsidiary to, promptly, but in any event within 10 Business Days following such Investment, (i) execute and deliver an amendment or supplement to the Security Agreement to grant a first priority perfected security interest in all of the Equity Interests owned by any Loan Party in such Unrestricted Subsidiary (including, without limitation, delivery of original stock or equity certificates evidencing the Equity Interests of such Unrestricted Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof or, if uncertificated, such other documents as may be reasonably required by the Administrative Agent to perfect the Administrative Agent’s Lien therein by “control” in accordance with the applicable Uniform Commercial Code including, without limitation, Sections 8-106, 9-106 and 9-314 thereof), and (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent; provided, that, such amendment or supplement to the Security Agreement shall expressly set forth that the amount of Indebtedness secured by such pledge of Equity Interests in such Unrestricted Subsidiary shall be limited to (A) the aggregate amount of cash Investments made by the Loan Parties in such Unrestricted Subsidiary from and after the Effective Date minus (B) the amount of cash dividends or other distributions paid by such Unrestricted Subsidiary to the Loan Parties after the first date following the Effective Date on which a Loan Party made a cash Investment in such Unrestricted Subsidiary (other than Unrestricted Subsidiary Distributions that have been or will be used by the Borrower to make distributions permitted under Section 9.04(iv)(B)). For the sake of clarity, Equity Interests in Unrestricted Subsidiaries (other than MEMP) that are owned by the Borrower or any Material Subsidiary are not required to be pledged pursuant to the Security Agreement unless and until the Borrower or a Material Subsidiary makes an Investment in such Unrestricted Subsidiary from and after the Effective Date. (d) Subject to the foregoing clauses (b) and (c), the Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Material Subsidiary to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total proved value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)proved value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c)Reserve Report Certificate, to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d), (f), (g), (h), (i), (j) and (fk) of the definition thereof may exist, but subject to the provisos proviso 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)proved value. 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 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 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). (b) The In the event that the Borrower forms or acquires any Domestic Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitationto the extent applicable, delivery of original stock 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, if applicable) owned by the Borrower or such Domestic Subsidiary and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Within ninety (90) days after the Effective Date (or such longer period as to which the Majority Lenders consent), the Borrower shall grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d), (f), (g), (h), (i), (j) and (k) of the definition thereof may exist, but subject to the proviso at the end of such definition) on additional Oil and Gas Properties not subjected to a Lien of the Security Instruments on the Effective Date such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of the total proved value of the Oil and Gas Properties evaluated in the Initial Reserve Report. 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for the avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% eight-five percent (85%) of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value eighty-five percent (and on at least 90% 85%) of the total value PV-9 of the proved, developed and producing reserves)Borrowing Base Properties, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existshall be permitted to exist thereupon, 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 80% of such total value eighty-five percent (and on at least 90% 85%) of the total value PV-9 of the proved, developed and producing reserves)Borrowing Base Properties. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The In the event that (i) any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Material Indebtedness, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause (A) such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) the owners of the Equity Interests of such Subsidiary who are Loan Parties to pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty six and two thirds percent (66-2/3%) of all the voting Equity Interests of such Foreign Subsidiary and one hundred percent (100%) of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock 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. (d) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to the Security Instruments. All Borrowing Base Properties shall, at all times, be owned by a Guarantor.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for the avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value PV-9 of the proved, developed and producing reserves) Borrowing Base Properties evaluated in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent as security for the Secured Obligations a first-first- priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof permitted by Section 9.03 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Borrower shall promptly (and in any event within 30 days or such longer period as agreed to by the Administrative Agent in its sole discretion) cause each Material Subsidiary that is a Domestic Group Member that is not designated as an Unrestricted Subsidiary pursuant to Section 8.18 (and any other Subsidiary that is required to become a Guarantor pursuant to Section 8.14(a)) to guarantee and secure the Secured Obligations pursuant to in accordance with the Guaranty terms herewith and the Security Agreement. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Material Subsidiary to execute and deliver a supplement to the Guaranty Counterpart Agreement executed by such Subsidiary, and (ii) the owners of the Equity Interests of such Material Subsidiary to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitationif such Equity Interests are certificates, delivery of original stock 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, if applicable) and (iii) to execute and deliver such other additional closing documents81 007870-0083-15888-Active.27383864 (c) The Borrower will at all times cause the Collateral and other material tangible and intangible assets of the Borrower and each Group Member (except for any assets that are explicitly excluded from the Collateral pursuant to the Security Instruments) to be subject to a Lien of the Security Instruments (subject to customary exclusions and exceptions set forth in such Security Instruments), certificates excluding all assets that are excluded from the Collateral pursuant to the terms of the Security Instruments. (d) The Borrower will not, and legal opinions will not permit any Restricted Subsidiary to, xxxxx x Xxxx on any Property to secure any permitted Junior Debt which is not already granted to secure the Secured Obligations under the Security Instruments without first (i) giving at least ten (10) days’ (or such earlier time as shall reasonably may be requested agreed by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Secured Obligations a first-priority, perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent; provided that Excepted Liens may exist.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase under the First Lien Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grantgrant (from its available unencumbered Property), within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 Administrative Agent and the Borrower and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Domestic 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). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt (other than Debt of the nature described at clause (c) of the definition of the defined term “Debt”), the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guarantytherewith, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grantpromptly, within thirty (30) days of delivery of but in any event no later than 60 days, after the certificate required under Section 8.12(c)date such Reserve Report is delivered to the Administrative Agent, grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the total value of the proved Oil and Gas Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the total value of the proved Oil and Gas Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (b) The Borrower shall promptly cause each Domestic Restricted Subsidiary (other than any FSHCO or any Subsidiary classified as such based on the Borrower or any Subsidiary being a general partner thereof, unless such Subsidiary is a Wholly-Owned Subsidiary), promptly, but in any event no later than 60 days after such Domestic Restricted Subsidiary becomes such, to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Restricted Subsidiary to, promptly, but in any event no later than 10 days 60 days, after the formation or acquisition (or other similar event) of such Domestic Restricted Subsidiary tobecomes such, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Restricted Subsidiary, (iiB) pledge all of the Equity Interests of such new Domestic Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Domestic Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Restricted Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, or shall cause such Domestic Restricted Subsidiary to promptly, but in any event no later than 60 days after such Foreign Subsidiary becomes so owned, , (A) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) Any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(A)(4) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 60 days after the date required thereby, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Permitted Debt, such person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release. (e) Holdings shall (i) guarantee the Indebtedness pursuant to the Guaranty Agreement, (ii) provide such documents and instruments as may be necessary to provide perfected security interests on its Property in favor of the Administrative Agent in accordance with the Guaranty Agreement, (iii) pledge all of the Equity Interests of the Borrower (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock powers for each certificate duly executed in blank by Holdings) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions in connection therewith as shall reasonably be requested by the Administrative Agent. (f) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Loan Party to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(b)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved include (i) (A) Oil and Gas Properties (and on constituting Proved Developed Producing Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in such Reserve Report) of the proved, developed and producing reserves) all Proved Developed Producing Reserves evaluated in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions (B) Oil and production. In the event that the Mortgaged Gas Properties do not represent at least 80% of such total value (and on constituting Proved Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in such Reserve Report) of all Proved Reserves evaluated in such Reserve Report, (ii) subject to Section 8.14(f), substantially all of the provedCredit Parties’ Oil and Gas Properties not constituting Proved Reserves and (iii) substantially all midstream assets and any infrastructure or related Oil and Gas Property. If the Mortgaged Properties do not include the requisite Properties as set forth in the foregoing clauses (i), developed (ii) and producing reserves(iii), then the Borrower shall, and shall cause its Subsidiaries to, grantgrant (from its available unencumbered Property), within thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(b), to the Administrative Collateral Agent as security for the Secured Obligations a first-priority Lien interest (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 additional Oil and Gas Properties and midstream properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of include such total value requisite Properties as set forth in such clauses (i), (ii) and on at least 90% (iii) of the total value of the proved, developed and producing reserves)immediately preceding sentence. 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 Administrative Collateral Agent and the Borrower 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). (b) The In the event that a Credit Party forms or acquires any Subsidiary, the Borrower shall promptly (and, in any event, within thirty (30) days after such date) cause each such Subsidiary to guarantee the Secured Obligations and grant to the Collateral Agent a security interest in substantially all of its personal property, in each case, pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery (if applicable) of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent and the Collateral Agent. (c) If the Borrower or any Subsidiary intends to grant any Lien on any Property to secure any Permitted Junior Lien Debt, then the Borrower will provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent and the Collateral Agent (or such shorter time as the Collateral Agent may agree in its sole discretion), and the Borrower will, and will cause its Subsidiaries to, first grant to the Collateral Agent to secure the Secured Obligations a prior Lien, on the same Property pursuant to Security Instruments in form and substance satisfactory to the Collateral Agent to the extent a prior Lien has not already been granted to the Collateral Agent on such Property. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or the Collateral Agent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Existing Notes, any Permitted Junior Lien Debt or any Permitted Refinancing Debt to contemporaneously guarantee the Secured Obligations pursuant to the Guaranty Agreement. (d) If the Credit Parties consummate any Material Acquisition of Oil and Gas Properties, the Credit Parties shall grant liens on such Oil and Gas Properties in accordance with Section 8.18. (e) With respect to any real property that will be subject to such additional Security Instruments pursuant to this Section 8.14, the Borrower shall, and shall cause each other Credit Party to, in connection with but reasonably prior to its delivery of any such additional Security Instruments that would encumber any Building or Manufactured (Mobile) Home, provide (i) a life of loan flood hazard determination with respect to any such Building or Manufactured (Mobile) Home and (ii) if such real property is located in a Special Flood Hazard Area, evidence of flood insurance in such amounts as are reasonably acceptable to the Administrative Agent. (f) Notwithstanding the foregoing provisions of Section 8.14, (i) for counties with respect to which the Credit Parties are not required to deliver mortgages on the Effective Date under Section 6.01(g)(i), the Credit Parties shall have until the date that is ninety (90) days following the Effective Date (the “Post-Closing Non-Proved Mortgage Date”) to execute and deliver mortgages encumbering the Oil and Gas Properties that do not constitute Proved Reserves but are located in those counties, and, at all times from and after the Post-Closing Non-Proved Mortgage Date, substantially all of the Credit Parties’ Oil and Gas Properties not constituting Proved Reserves shall be required to be Mortgaged Property; and (ii) during the period commencing on the Effective Date and ending on the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion) (such period, the “Post-Closing Mortgage Period”), the Mortgaged Properties shall only be required to include (A) (1) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 84% of the total present value (using a 10% discount rate and as such value is set forth in the Initial Reserve Report) of all Proved Developed Producing Reserves evaluated in the Initial Reserve Report and (2) Oil and Gas Properties constituting Proved Reserves representing at least 84% of the total present value (using a 10% discount rate and as such value is set forth in the Initial Reserve Report) of all Proved Reserves evaluated in the Initial Reserve Report, (B) substantially all of the Credit Parties’ Oil and Gas Properties not constituting Proved Reserves to the extent that such Oil and Gas Properties are located in counties in which filings have been made, or are required to be made, to satisfy clause (A) herein, and (C) substantially all midstream assets and any infrastructure or related Oil and Gas Property; provided that on or prior to the expiration of the Post-Closing Mortgage Period, the Borrower shall, and shall cause its Subsidiaries to, deliver supplemental mortgages (including mortgages covering leasehold interests in wellbores owned by the Credit Parties as of the Effective Date that were not previously mortgaged on the Effective Date) so that the Mortgaged Property includes (x) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the Initial Reserve Report) of all Proved Developed Producing Reserves evaluated in the Initial Reserve Report and (y) Oil and Gas Properties constituting Proved Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the Initial Reserve Report) of all Proved Reserves evaluated in the Initial Reserve Report.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value Borrowing Base Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Borrowing Base Value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 80% of such total value (and on at least 9085% of the total value Borrowing Base Value of the proved, developed Oil and producing reserves)Gas Properties evaluated in the most recently completed Reserve Report. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Each Loan Party will cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Guaranty Agreement and a Security Agreement (or a supplement or joinder to an existing Guaranty Agreement or Security Agreement, as applicable). Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. (c) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall promptly reasonably request. (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to guarantee the Obligations pursuant be executed and delivered, to the Guaranty Agreement. In connection Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 6.01, as applicable), which may be required by any Governmental Requirement or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Instruments, all at the expense of the Loan Parties. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Loan Documents to which it is a party, including obligations with any such guarantyrespect to Swap Agreements (provided, however, that the Borrower shallshall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall cause such Subsidiary to, promptly, but remain in any event no later than 10 days after full force and effect until the formation Commitments have expired or acquisition terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to constitute, a “keepwell, support, or other similar eventagreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentCommodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(v)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty sixty (3060) days of delivery of the certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to through (d) and clause (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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 Subsidiary other Loan Party places a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary Loan Party is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) The If (i) the Parent creates or acquires Intermediate Holdco or the Borrower shall promptly cause each or any other Subsidiary to guarantee the Obligations creates or acquires any other Restricted Subsidiary that has not been designated an Unrestricted Subsidiary pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shallSection 9.23(b), or shall cause such if an Unrestricted Subsidiary tois designated as a Restricted Subsidiary pursuant to Section 9.23(c) then, promptly, but in any event no later than 10 thirty (30) days after the formation date of creation, acquisition or acquisition designation thereof, as the case may be (or other similar eventsuch later date as the Administrative Agent may agree in its sole discretion): (A) cause such Person to become a Guarantor by executing and delivering to the Administrative Agent a duly executed copy of such Subsidiary or, or supplement to, (i) execute and deliver a supplement to the Guaranty Agreement executed by and the Pledge and Security Agreement (or such Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (iiB) pledge all of the Equity Interests of such new Subsidiary Person (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiaryLoan Party (if any), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination delivery of the Borrowing BaseReserve Reports under Section 8.11(a), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(b)) to ascertain whether the Mortgaged Properties represent at least 80% ninety percent (90%) of the total value PV-10 of the proved Proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value ninety percent (and on at least 90% %) of the total value PV-10 of the proved, developed Proved Oil and producing reserves)Gas Properties evaluated in the most recently completed Reserve Report, then the Borrower Grantors shall, and shall cause its their Subsidiaries to, (x) grant, within thirty sixty (3060) days (or such longer period of time as may be acceptable to the Administrative Agent) after delivery of the certificate required under Section 8.12(c8.11(b), to the Administrative Agent Agent, as security for the Obligations Indebtedness, a first-first priority Lien interest (provided that Excepted Liens of the type described in clauses (aand any Lien permitted under Section 9.03(f) 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 of the Grantors that are not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% ninety percent (90%) of the PV-10 of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report and deliver the documents required under Section 8.13(c), and (y) with respect to Oil and Gas Properties located in any jurisdiction for which a legal opinion related to Mortgaged Property has not been previously delivered under the Loan Documents, deliver legal opinions (including but not limited to customary opinions with respect to corporate authority, the enforceability of such total value instrument, and the creation, attachment, and perfection of liens granted thereunder) with respect thereto, and (z) ensure that such instrument is properly recorded and on at least 90% that the Liens granted thereunder constitute first-priority perfected liens in favor of the total value of the proved, developed and producing reserves)Administrative Agent. 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 Mortgages 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 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). (b) The In the event that the Borrower or any Subsidiary thereof forms or acquires any Domestic Subsidiary (other than an Immaterial Subsidiary), any Domestic Subsidiary becomes a Material Subsidiary or any Domestic Subsidiary becomes a guarantor under the Superpriority Revolving Credit Documents (whether or not such Domestic Subsidiary is an Immaterial Subsidiary), the Borrower shall promptly (and in any event no later than (x) thirty (30) days or, to the extent such Domestic Subsidiary is a guarantor under the Superpriority Revolving Credit Documents, (y) one (1) day) cause each such Domestic Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty and to grant a lien and security interest in all of its Collateral (as defined in the Security Agreement) pursuant to the Security Agreement. In connection with any such guarantytherewith, the Borrower shall, or shall cause such its applicable Subsidiary toand, promptlyin the case of clause (ii) below, but in cause any event no later than 10 days after Grantor that owns any Equity Interests of the formation or acquisition (or other similar event) of such Subsidiary new Subsidiary, to, (i) execute and deliver a supplement or joinder to the Guaranty Security Agreement executed by such Subsidiary, and a supplement or joinder to each of this Agreement and the Swap Intercreditor Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary that are owned by any Grantor (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, if any, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Subject to the terms and conditions of the Security Instruments, each Grantor will at all times cause the other tangible and intangible assets of such Grantor and each of its Subsidiaries (including all Swap Agreements) to be subject to a Lien of the Security Instruments, excluding the assets excluded from the Collateral under the Security Instruments. (d) With respect to each Mortgaged Property relating to the Cogeneration Properties, the Administrative Agent shall have received within forty-five (45) days of the Initial Funding Date (or such later as may be agreed to by the Administrative Agent in its sole discretion), (i) counterparts of a Mortgage with respect to each Mortgaged Property relating to the Cogeneration Properties duly executed and delivered by the applicable Credit Party, in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected Lien (subject only to Excepted Liens) on the property and/or rights described therein in favor of the Administrative Agent for the benefit of the Secured Parties, and evidence that all filing and recording and mortgage taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount of the Debt evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property (as reasonably determined by the Borrower) at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) a title search in form and substance reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably acceptable to the Administrative Agent, which reflect that such Mortgaged Property is free and clear of all liens, defects and encumbrances except Excepted Liens (“Title Search”); (iii) (A) an ALTA/NSPS land title survey and affidavit of “no-change” with respect to each Mortgaged Property or (B) an ExpressMap or similar product with respect to each Mortgaged Property showing the improvements located thereon and otherwise in form and substance reasonably acceptable to the Administrative and (collectively, “Maps”), (iv) customary legal opinions of local counsel for the relevant Credit Party in the jurisdiction in which such Mortgaged Property is located and (v.) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property on which any improvement is located (and, if applicable, together with an executed notice about special flood hazard area status and flood disaster assistance), duly executed and acknowledged by the appropriate Credit Parties, together with evidence of flood insurance to the extent required under (b). The Credit Parties shall use commercially reasonably efforts to obtain (and deliver to the Administrative Agent) an estoppel certificate in form and substance reasonably acceptable to the Administrative Agent and any consents necessary to permit the Credit Parties to grant to the Administrative Agent a Mortgage in respect of the leased Mortgaged Property relating to the Cogeneration Properties.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value Total Proved PV-9 of the proved, developed and producing reserves) Borrowing Base Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9, then Parent and the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Parent and the Borrower shall promptly cause each newly created or acquired Subsidiary (other than any Immaterial Subsidiary) and any Immaterial Subsidiary that becomes a Material Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty, Parent and the Borrower shall, or shall cause (i) such Subsidiary to, promptly, but in (other than any event no later than 10 days after Immaterial Subsidiary) to execute and deliver the formation or acquisition Guarantee and Collateral Agreement (or a supplement thereto, as applicable) and (ii) the owners (other similar eventthan any Immaterial Subsidiary) of the Equity Interests of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock 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) and to execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. [First Amendment] (c) In the event that any Loan Party becomes the direct owner of a Domestic Subsidiary, then the Loan Party shall promptly (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if applicableany, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documentsdocuments and certificates as shall reasonably be requested by the Administrative Agent. ​ [Credit Agreement] ​ ​ (d) In the event that any Loan Party becomes the direct owner of a Foreign Subsidiary, then the Loan Party shall promptly (i) pledge 66-2/3% of all the Equity Interests of such Foreign Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Collateral Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and effect until Payment in Full. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged 102 Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty sixty (3060) days of delivery of the certificate required under Section 8.12(c8.11(c) (or such longer period as the Administrative Agent may approve in its sole discretion), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that that, Excepted Liens of the type described in clauses (a) to through (d), (f) and (fp) 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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(b8.13(b). (b) The In the event that (i) the Borrower shall promptly cause each or any Restricted Subsidiary to guarantee the Obligations creates or acquires any Material Subsidiary, (ii) any Immaterial Subsidiary becomes a Material Subsidiary (whether pursuant to the Guaranty Agreement. In connection with definition of Material Subsidiary or otherwise) or (iii) any such guarantyRestricted Subsidiary incurs or guarantees any Debt, the Borrower shallshall cause, or shall cause such Subsidiary its Restricted Subsidiaries to, promptly, but in any event no later than 10 within thirty (30) days after the formation date of such creation, acquisition, change in status from a Immaterial Subsidiary to a Material Subsidiary, or acquisition incurrence or guarantee of Debt (or other similar eventsuch later date as the Administrative Agent may agree in its sole discretion): (A) of cause such Restricted Subsidiary to, (i) execute to become a Guarantor by executing and deliver delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement executed by (or such Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (iiB) pledge all of the Equity Interests of issued by such new Restricted Subsidiary and its Subsidiaries (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Restricted Subsidiary intends to grant any Lien on any Property to secure any Junior Lien Debt, the Borrower will provide at least five (5) Business Days’ prior written notice thereof to the Administrative Agent (or such shorter time as the Administrative Agent may agree in its sole discretion), and the Borrower will, and will cause its Restricted Subsidiaries to, first (or contemporaneously therewith) grant to the Administrative Agent to secure the Obligations a first-priority Lien on the same Property, pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent, to the extent a prior Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, the Borrower shall, or shall cause its Restricted Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Borrower will cause any Restricted Subsidiary and any other Person guaranteeing any Junior Lien Debt to contemporaneously guarantee the Obligations pursuant to the Guaranty Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its the Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Parent and the Borrower shall promptly cause each Domestic Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition to (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If any Event of Default shall occur and be continuing, then the Parent and the Borrower shall, and shall cause each Subsidiary to, within ten (10) Business Days after notice by Administrative Agent, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided 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 all of their 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 substantially all of the Oil and Gas Properties of the Borrower and the Subsidiaries. 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 sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The In the event that the Borrower or any Subsidiary acquires or forms any Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments in accordance with the terms thereof. (d) The Borrower will not, and will not permit any Subsidiary to, xxxxx x Xxxx on any Property to secure the Second Lien Notes not already subject to a first-priority Lien in favor of the Administrative Agent for the benefit of the Lenders without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on the same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent (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). In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with the preparation and delivery each redetermination certificate of the Borrowing Basea Financial Officer pursuant to Section 8.01(c), the Borrower shall review the Reserve Report and the list of current Mortgaged its Midstream Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged determine if Midstream Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on that contributed at least 90% of the total value of the proved, developed and producing reserves) evaluated Midstream Adjusted EBITDA reflected in the most recently completed Reserve Report after giving effect recent financial statements and certificates delivered pursuant to exploration and production activitiesSection 8.01(a) or Section 8.01(b) are subject to a Lien of the Security Instruments and, acquisitions, dispositions and production. In to the event extent that the Mortgaged Midstream Properties do not represent at least 80% of such total value (and on that contributed at least 90% of Midstream Adjusted EBITDA reflected in the total value most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the proved, developed and producing reserves)Security Instruments, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien interest (provided that 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 Midstream Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Midstream Properties will represent at least 80% of such total value (and on that contributed at least 90% of Midstream Adjusted EBITDA reflected in the total value most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the proved, developed and producing reserves)Security Instruments. 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 Administrative Agent or its designee 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 Midstream Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.8.13

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower The Company shall review the each Reserve Report delivered pursuant to Section 4.13 and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi4.13(b)(v)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value Recognized Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Recognized Value, then the Borrower Company shall, and shall cause its Subsidiaries (other than any Exempt CFC or Subsidiary thereof) to, grant, within thirty (30) 30 days of after delivery of the certificate required under Section 8.12(c4.13(b), to the Administrative Collateral Agent as security for the Obligations Notes a first-priority Lien interest (provided that Liens pursuant to the First Lien Documents and 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 Documents such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, mortgages, security agreements and financing statements or other Security InstrumentsDocuments, all in form and substance reasonably satisfactory to, and as are necessary to maintain or establish the perfected security interest of, the Collateral Agent in the applicable Collateral with the requisite priority required pursuant to the Administrative Agent Note Documents 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 grants a Lien on its Oil and Gas Properties to the Collateral Agent for the ratable benefit of the Holders and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b4.15(b). (b) The Borrower shall promptly cause each Within 30 days following the creation, acquisition or other formation of any Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with (other than any such guarantyExempt CFC or Subsidiary thereof), the Borrower shall, or Company shall cause such Subsidiary to, promptly, but in to become a party to a Guaranty Agreement and to guarantee the Notes and to grant the liens required pursuant thereto and to execute and deliver all such any event no later than 10 days after the formation or acquisition (filings or other similar event) documents, instruments and/or other agreements as are necessary to maintain or establish the perfected security interest of the Collateral Agent in the Collateral of such Subsidiary to, (i) execute and deliver a supplement with the requisite priority required pursuant to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentNote Documents.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8095% of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value. 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 Administrative Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 95% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (b) The Borrower shall promptly cause each Domestic Subsidiary Group Member that is a wholly-owned Material Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Material Subsidiary to promptly execute and deliver such Guarantee and Collateral Agreement (or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable), (ii) the owners of the Equity Interests of such Material Subsidiary who are Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock 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, if applicable) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Group Member to be subject to a Lien of the Security Instruments.

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(f)(v)) to ascertain whether confirm that the list of Mortgaged Properties represent at least 80% and the list of the total value of the proved proven Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and productionproduction are identical. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves), then the The Borrower shall, and Endeavour International shall cause its Subsidiaries (other than the Exempted Subsidiary) to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent Security Trustee as security for the Obligations Indebtedness, a firstvalid second-priority priority, perfected Lien interest (provided that Excepted subject only to Liens of permitted by Section 9.03(a) (but only to the type described in clauses (a) extent such Liens secure Debt permitted pursuant to (dSection 9.02(b)) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definitionExcepted Liens) on additional proven 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Instruments. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Security Trustee and 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 Subsidiary places a Lien Lien, other than an Excepted 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). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least eighty percent (80% %) of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production; provided that, if the Borrower is undertaking a Permitted Acquisition of Borrowing Base Properties, (A) the Borrower shall have sixty (60) days after the consummation of such Permitted Acquisition (subject to extension at the discretion of the Administrative Agent) to Mortgage such Borrowing Base Properties, so that, after such grace period, the Borrower will comply with the eighty percent (80%) requirement and (B) such new Borrowing Base Properties will be disregarded for purposes of calculating compliance with the eighty percent (80%) requirement during the grace period (it being understood that the Borrower will be required to Mortgage at least eighty percent (80%) of the PV-9 of the other Borrowing Base Properties). In the event that the Mortgaged Properties do not represent at least eighty percent (80% %) of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty sixty (3060) days of delivery of the certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 definitionLiens permitted under Section 9.03) 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 eighty percent (80% %) of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value. 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 supplementing existing Mortgages or other Security Instruments, all entering into new Mortgages substantially in form and substance reasonably satisfactory to of then existing Mortgages and related Security Instruments, which the Administrative Agent and may reasonably require. If, 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) The Borrower shall promptly cause each Material Subsidiary (excluding any Excluded Subsidiary) to guarantee and secure the Obligations Indebtedness pursuant to the Guaranty Agreementand Pledge Agreement by (i) executing and delivering a supplement to the Guaranty and Pledge Agreement to become a Guarantor and grant a security interest in all of its assets required to be granted thereby and, if applicable, deliver any original certificates evidencing any Equity Interests required to be pledged thereby, together with an appropriate undated stock powers for each certificate duly executed in blank by such Material Subsidiary, if applicable and (ii) executing and delivering such other additional documents and certificates as shall reasonably be requested by the Administrative Agent in connection therewith to vest in the Administrative Agent (or any representative on its behalf) valid and perfected first priority Liens to the extent required hereunder or pursuant to the other Loan Documents. In connection with any such guarantyaddition, the Borrower shallshall promptly, or shall promptly cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) direct parent of such Material Subsidiary to(unless the Equity Interests of such Material Subsidiary are Excluded Equity Interests), (i) to execute and deliver a supplement to the Guaranty and Pledge Agreement executed by such Subsidiary, (ii) to pledge all of the Equity Interests of such new Material Subsidiary (includingand, without limitationif applicable, delivery of deliver any original stock certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof). (c) The Borrower agrees that it will not, if applicableand will not permit any Restricted Subsidiary, to guarantee the Second Lien Obligations without first guaranteeing the Indebtedness pursuant to a Security Instrument or to xxxxx x Xxxx on any Property to secure Second Lien Obligations, without first (i) ensuring that a Customary Intercreditor Agreement which addresses the intercreditor relationship between the Secured Parties and the secured parties in respect of Second Lien Obligations exists and (iiiii) execute and deliver granting to the Administrative Agent to secure the Indebtedness a prior Lien on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by Property pursuant to Security Instruments to the extent a prior Lien on such Property has not already been granted to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to through (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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 Subsidiary places a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The If (i) the Borrower shall promptly cause each or any Subsidiary to guarantee the Obligations creates or acquires any Material Subsidiary or (ii) any Subsidiary becomes a Material Subsidiary (whether pursuant to the Guaranty Agreement. In connection with any such guarantydefinition of Material Subsidiary or otherwise), then the Borrower shallshall cause, or shall cause such Subsidiary its Subsidiaries to, promptly, but in any event no later than 10 ten (10) days after the formation date of creation or acquisition thereof or the date such Subsidiary becomes a Material Subsidiary, as the case may be (or other similar eventsuch later date as the Administrative Agent may agree in its sole discretion): (A) of cause such Subsidiary to, (i) execute to become a Guarantor by executing and deliver delivering to the Administrative Agent a duly executed supplement to the Guaranty Guarantee and Collateral Agreement executed by (or such Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the proved Oil and Gas Properties that constitute Mortgaged Properties represent (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) in the aggregate, at least eighty percent (80% %) of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the proved Oil and Gas Properties that constitute Mortgaged Properties do not represent (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) in the aggregate, at least eighty percent (80% of such total value (and on at least 90% %) of the total value of the proved, developed proved Oil and producing reserves)Gas Properties evaluated in the most recently completed Reserve Report, then the Borrower shall, and each Loan Party shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the proved Oil and Gas Properties that constitute Mortgaged Properties will represent (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) otherwise, at least eighty percent (80% %) of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, 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. 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). (b) The Borrower shall promptly cause each Domestic Subsidiary (other than any Subsidiary classified as such based on any Loan Party or any other Subsidiary being a general partner thereof, unless such Subsidiary is a Wholly-Owned Subsidiary) now existing or hereafter created or acquired that is not an Unrestricted Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause each such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Domestic Subsidiary to, (iA) execute assume the obligations under the Guaranty and deliver Collateral Agreement and this Agreement applicable to a Guarantor, by Resolute Energy Corporation Second Amended & Restated Credit Agreement executing and delivering a supplement or joinder to the Guaranty Agreement executed by such Subsidiaryand Collateral Agreement, in form and substance satisfactory to the Administrative Agent, (iiB) pledge all of the Equity Interests of such new Subsidiary that it owns in any Loan Party (including, without limitation, delivery of any original stock certificates or other certificates evidencing the Equity Interests of such SubsidiaryLoan Party, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Loan Parties will at all times cause the other material Property of the Loan Parties of the types not addressed by clauses (a) and (b) above to be subject to a perfected first priority Lien (subject only to Liens permitted by Section 9.03) pursuant to the Security Instruments to the extent that such Lien can be granted and perfected under applicable law and subject to any exceptions set forth in the Security Instruments; provided, that the Administrative Agent may waive the requirements of this Section 8.14(c), in its sole discretion, with respect to (i) certain Property if the Administrative Agent determines that the cost of obtaining a Lien on such Property is excessive in relation to the value afforded thereby, (ii) Property with respect to which a Lien cannot be perfected under the Uniform Commercial Code and (iii) deposit account control agreements and security account control agreements.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase or delivery of a Reserve Report hereunder, the Borrower shall review the such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.01(i)(F)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.01(i), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Specified 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 80% of such total value (and on at least 90% of not less than the total value of the proved, developed and producing reserves)minimum set forth above. 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 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 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). (b) The In the event that the Borrower creates or acquires any Domestic Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations pursuant become a party to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute Guarantee and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.Collateral

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for the avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value PV-9 of the proved, developed and producing reserves) Borrowing Base Properties evaluated in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate Reserve Report Certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Mortgaged Property 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 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)PV-9 value. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). It is understood that the obligation to pledge and provide such first priority perfected liens (subject to Excepted Mortgaged Property Liens) on only 90% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Borrowing Base Properties; accordingly, at any time that an Event of Default has occurred and is continuing, the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be may be increased up to 100% (but in no case in a manner that would be unduly burdensome for the Borrower) upon reasonable request of the Administrative Agent. (b) The Each of Parent and the Borrower shall promptly cause each Subsidiary that is a Wholly-Owned Subsidiary (and any other Subsidiary that is required to become a Guarantor pursuant to Section 8.14(a)) to guarantee and secure the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guarantyguaranty and security interest grant, Parent and the Borrower shall, or shall cause (i) such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition to promptly execute and deliver such Guarantee and Collateral Agreement (or other similar eventa supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitationif such Equity Interests are certificates, delivery of original stock 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) and to promptly execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. Parent shall at all times pledge all of the Equity Interests of the Borrower (including, if applicablesuch Equity Interests are certificates, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof). (c) In the event that any Loan Party becomes the owner of any Equity Interests of a Subsidiary, then such Loan Party shall (i) pledge 100% of the Equity Interests of such Subsidiary, that are owned by such Loan Party (including, if such Equity Interests are certificated, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) (along with such Subsidiary, as applicable) execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) Each of Parent and the Borrower will at all times cause the other material tangible and intangible assets of Parent, the Borrower and each Loan Party to be subject to a Lien of the Security Instruments (subject to customary exclusions and exceptions set forth in such Security Instruments).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value Total Reserve Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report and 100% of the Proved Developed Producing Reserves of the Borrower after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the the (b) Mortgaged Properties do not represent at least 8090% of such total value (Total Reserve Value and on at least 90100% of the total value Proved Developed Producing Reserves of the proved, developed and producing reserves)Borrower, then the Borrower Credit Parties shall, and shall cause its their Subsidiaries to, grant, within thirty forty-five (3045) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8090% of such total value (Total Reserve Value and on at least 90100% of the total value Proved Developed Producing Reserves of the proved, developed and producing reserves)Borrower. 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 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 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). (bc) The Borrower In the event that a Credit Party forms or acquires any Subsidiary, the Credit Parties shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Credit Parties shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) If requested by the Administrative Agent, the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of such request, to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (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 any Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments. 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. (e) The Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent, as security for the Indebtedness, a first-priority Lien interest (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 additional Oil and Gas Properties identified on Schedule 8.14 within ninety (90) days of the Effective Date. If the Borrower is unable to grant a first-priority Lien interest in such additional Oil and Gas Properties identified on Schedule 8.14 within ninety (90) days of (f) the Effective Date, then the Administrative Agent may cause the Borrowing Base to be redetermined at such time in accordance with this Section 2.07. Notwithstanding the foregoing, the Borrower shall have thirty (30) days from the date of final non-appealable judgment to grant a first-priority Lien interest (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 the Oil and Properties that are subject to litigation as identified on Schedule 8.14.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (provided that 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 Administrative Agent or its designee 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(b8.13(b). (b) The In the event that (i) the Borrower determines that 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 guarantee the Obligations Indebtedness pursuant to the Guaranty Guarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiarySubsidiary (if such interests are certificated), together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80(i) 85% of the total proved value of the proved Oil and Gas Properties (and on at least ii) 90% of the total proved value attributable to proved developed producing of the proved, developed Oil and producing reserves) Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80(i) 85% of such total value and (and on at least ii) 90% of the total value of the proved, proved developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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, and Liens permitted by Section 9.03(e) may exist) 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 80% of such total value (and on at least 90% of not less than the total value of the proved, developed and producing reserves)minimum set forth above. 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 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 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). (b) The In the event that the Borrower creates or acquires any Domestic Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, if any, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) At any time during the continuation of an Event of Default, if required by the Administrative Agent, the Borrower shall, and shall cause each of its Domestic Subsidiaries to grant to the Administrative Agent a Lien to secure the Secured Obligations on all other Oil and Gas Properties having probable and possible reserves and other acreage positions, except those assets as to which the Administrative Agent shall determine in its reasonable discretion that the cost of obtaining a Lien or other security interest therein is excessive in relation to the value of the security to be afforded thereby.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries the Guarantors to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, 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. 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). (b) The Borrower shall promptly cause (i) each Subsidiary of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to guarantee the Obligations PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection with therewith, within 20 Business Days following any such guaranty, the Borrower shall, acquisition or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition creation (or other similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary to(or other Person), to (iA) execute become a party to the Guaranty Agreement by executing and deliver delivering an amendment or a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of in form and substance acceptable to the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) Administrative Agent and (iiiB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value Borrowing Base Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Borrowing Base Value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value Borrowing Base Value of the proved, developed Oil and producing reserves)Gas Properties evaluated in the most recently completed Reserve Report. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Each Loan Party will cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Guaranty Agreement and a Security Agreement (or a supplement or joinder to an existing Guaranty Agreement or Security Agreement, as applicable). Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral. (c) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall promptly reasonably request. (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to guarantee the Obligations pursuant be executed and delivered, to the Guaranty Agreement. In connection Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 6.01, as applicable), which may be required by any Governmental Requirement or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Instruments, all at the expense of the Loan Parties. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Loan Documents to which it is a party, including obligations with any such guarantyrespect to Swap Agreements (provided, however, that the Borrower shallshall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall cause such Subsidiary to, promptly, but remain in any event no later than 10 days after full force and effect until the formation Commitments have expired or acquisition terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to constitute, a “keepwell, support, or other similar eventagreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentCommodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Reserve Value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and productionReport. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value, then the Borrower Credit Parties shall, and shall cause its their Subsidiaries to, grant, within thirty forty-five (3045) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Reserve Value. 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 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 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). (b) The Borrower In the event that a Credit Party forms or acquires any Subsidiary, the Credit Parties shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.the

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase and Threshold Amount, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, 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 80% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). The Borrower agrees that it will not, and will not permit any Restricted Subsidiary to, xxxxx x Xxxx on any Property to secure the Second Lien Term Loan Agreement without (i) giving prior written notice to the Administrative Agent and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority Lien on this same Property. (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Restricted Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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) and (C) execute and deliver such other additional closing documents, if applicablecertificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $500,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 8085% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition to (or other similar event) of such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) of original stock 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, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly cause such Domestic Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (1) execute and deliver a supplement to the Guaranty Agreement, (2) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (3) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower shall receive approval from the Mineral Management Services of the United States Department of Interior (the “MMS”) within 90 days of the Effective Date for those assignments listed in Schedule 8.14 and shall provide evidence of such approval to the Administrative Agent, in such form and substance acceptable to the Administrative Agent. To the extent that the Borrower fails to receive approval from the MMS within this 90-day period for any of the Mortgaged Properties listed in Schedule 8.14 and thereafter for so long as such approval is not forthcoming, then such properties shall be excluded from the total value of the Oil and Gas Properties for purposes of determining the Borrower's compliance with the requirement in Section 8.14(a) that the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas properties evaluated in the most recently completed Reserve Report. To the extent, however, that any assignment listed in Schedule 8.14 is not a transaction for which the MMS typically issues approval, Borrower shall be deemed to have met its obligations hereunder by providing the Administrative Agent with certified copies of any such assignment showing recordation in the real estate or similar records of the proper Louisiana parish pursuant to Section 6.01(r).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi7.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8095% of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and each Loan Party shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional proved 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 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, 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. 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). (b) The Borrower Parent shall promptly cause each Domestic Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with (other than any Subsidiary classified as such guarantybased on any Loan Party or any other Subsidiary being a general partner thereof, the Borrower shall, or shall cause unless such Subsidiary tois a Wholly-Owned Subsidiary) now existing or hereafter Resolute Aneth, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.LLC Amended & Restated Credit Agreement

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base and, as applicable, Conforming Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% (or at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of the total value of the proved Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% (or at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (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 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 80% (or at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)value. 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 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 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). Notwithstanding the foregoing or anything to the contrary contained herein, on the Effective Date and at all times that the Borrowing Base exceeds the Conforming Borrowing Base, the Mortgaged Properties must represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report (including the Initial Reserve Report) after giving effect to exploration and production activities, acquisitions, dispositions and production. (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, to (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock 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, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If any Event of Default shall occur and be continuing, then the Borrower shall, and shall cause each of its Subsidiaries to, within ten (10) Business Days after notice by Administrative Agent, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided 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 all of their 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 substantially all of the Oil and Gas Properties of the Borrower and its Subsidiaries. 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 sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8095% of the total value Total Proved PV-9 of the proved Oil and Gas Borrowing Base Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9, then Parent and the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (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 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 8095% of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Total Proved PV-9. 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 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 Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Parent and the Borrower shall promptly cause each newly created or acquired Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty, Parent and the Borrower shall, or shall cause (i) such Subsidiary to, promptly, but in any event no later than 10 days after to execute and deliver the formation or acquisition Guarantee and Collateral Agreement (or other similar eventa supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock 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, if applicable) and (iii) to execute and deliver such other additional closing documents, documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the direct owner of a Subsidiary, then the Loan Party shall promptly (i) pledge 100% of all the Equity Interests of such Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (d) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Collateral Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(d) shall remain in full force and effect until Payment in Full. The Borrower intends that this Section 8.14(d) constitute, and this Section 8.14(d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.