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)(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)(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 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)(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 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 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 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)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved all Oil and Gas Properties (and on at least 90% of the total value of the proved, developed Borrower and producing reserves) evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and productionits Subsidiaries are Mortgaged Properties. In the event that If the Mortgaged Properties do not represent at least 80% of all such total value (and on at least 90% of the total value of the proved, developed and producing reserves)Properties, then the Borrower shall, and shall cause its Subsidiaries to, grantgrant to the Agent, within thirty (30) days of delivery on behalf of the certificate required under Section 8.12(c)Lenders, to the Administrative Agent as security for the Obligations Indebtedness a first-priority senior Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (fe) of the definition thereof may existthereof, but but, in the case of clauses (a) through (e), 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 all such total value (and on at least 90% of the total value of the proved, developed and producing reserves)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 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 other member of the Borrower Group to guarantee the Obligations Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Guaranty AgreementAgent. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary each other member of the Borrower Group 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 Subsidiaryguaranty agreement, (ii) pledge all of the Equity Interests of such new Subsidiary each member of the Borrower Group (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiaryPerson (if any such stock certificates exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), if applicable(iii) xxxxx x Xxxx in and to all of the Properties of such Person (including, without limitation, the Oil and Gas Properties of such Person) pursuant to the Security Instruments and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Agent, as the Agent may request 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 will at all times cause all of the Properties of the Borrower and its Subsidiaries to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of each Member of the Borrower Group shall at all times be pledged to the Agent, on behalf of the Lenders, pursuant to the Pledge Agreements or other security agreements acceptable to the Agent. (e) Within sixty days after the Effective Date, the Borrower will cause the Delayed Collateral to be subject to first priority, perfected liens, or, only if such is not reasonably feasible, to be subject to such first priority liens as are acceptable to 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, 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)(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)(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 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)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 80% ninety percent (90%) 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% ninety percent (90%) 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 80% ninety percent (90%) 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 thirty (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 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 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 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 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 During any Borrowing Base Period and in connection with each redetermination of the Borrowing BaseBase following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8095% of the total value PV-9 of the proved Oil and Gas Properties (and on at least 90% Proved Reserves of the total value of Borrower and the provedGuarantors evaluated by such Reserve Report, 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 (satisfy the foregoing requirements and on at least 90% of the total value of the proved, developed and producing reservessubject to Section 8.19(b), then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.19(b), within thirty (30) days of (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(c8.12(d), to the Administrative Agent 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 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 comply with such total value (and on at least 90% of the total value of the proved, developed and producing reserves)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 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 an Excluded Subsidiary) to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 10 days 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement and Collateral Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), if applicable(iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby. (c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) 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 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 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% 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 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 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 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 Subsidiary, except those Subsidiaries acquired in the Acquisition which will be dissolved shortly thereafter, 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 the Guaranty Agreement 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 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 10 Business Days, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (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 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, Aurora and 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 Aurora and 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 (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any 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 and Aurora shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 10 15 days after the formation or acquisition (or other similar event) of such Domestic 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 and Aurora shall cause any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(D) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower and Aurora shall, or shall cause such Person to, promptly, but in any event no later than 15 days after the date required thereby, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Person and (ii) 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 Second Lien 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 (d) The Borrower and Aurora agree that they will not, and will not permit any Subsidiary to, grant a Lien on any Property to secure the Second Lien Notes witxxxx xxxxx (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 and Aurora shall, or shall cause the 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 delivery of each redetermination of the Borrowing BaseRBL ComponentReserve 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% consisting of the total value of the proved Oil and Gas Properties (and on represent at least 90% of the total value of the proved, developed and producing reserves) Proved 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 Oil and Gas Properties comprising 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), 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 Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Oil and Gas Properties comprising Mortgaged Properties will represent at least 8090% of such total value (and on value. In connection with each redetermination of the Midstream Component, the Borrower shall review its Midstream Properties to determine if Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA at the total value most recent Scheduled Midstream Component Recalculation are subject to a Lien of the provedSecurity Instruments and, developed and producing reserves). All such Liens will be created and perfected by and in accordance with to the provisions extent that Midstream Properties that contributed at least 90% of deeds Midstream Adjusted EBITDA at the most recent Scheduled Midstream Component Recalculation are not then subject a Lien of trust, mortgages, security agreements and financing statements or other the Security Instruments, all in form then the Borrower shall, and substance reasonably satisfactory shall cause its Subsidiaries to, grant 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.733476286 14464587

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) 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 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 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 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 Restricted Subsidiaries 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 in its sole discretion but in any event not to exceed sixty (60) days after such delivery), 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 (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, 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 (in each case other than an Excluded Subsidiary), 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 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 thereto, as applicable, cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, 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 (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) [Reserved.] (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

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 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 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), 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). (d) 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 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.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor 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 Parent Guarantor shall cause its Subsidiaries 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 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)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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor 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 Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments. (d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor 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 Proved 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 Parent Guarantor shall cause its Subsidiaries 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 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 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).8.14(b).79 (b) The In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor 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 Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments. (d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition. (e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80

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 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, grant a Lien on any Property to secure the Second Lien Term Loan Agrexxxxx xxxxxxt (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 $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 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 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 each redetermination of the Borrowing Base, the Borrower Parent Guarantor 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 Proved 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 Parent Guarantor shall cause its Subsidiaries 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 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 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).8.14(b).797992 (b) The In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the 787889 Amended by Thirteenth Amendment. 797990 Amended by Thirteenth Amendment. 101 Borrower or Parent Guarantor 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 Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments. (d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition. (e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.808093

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 ninety (3090) days of the delivery of the certificate required under contemplated by Section 8.12(c8.11(c), to the Administrative Agent or its designee 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 by Section 9.03 which may attach to Mortgaged Property) 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 US 793906v.7 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 If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) 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)(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)(vi8.12(c)(vii)) 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 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 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, mortgagessecurity 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 grants a Lien on its Oil and Gas Properties to the Administrative Agent for the ratable benefit of the Secured Parties 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 (other than, for the avoidance of doubt, the Excluded Subsidiary) to guarantee the Obligations pursuant to a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, (i) pledge all of the Equity Interests of such new Subsidiary pursuant to a 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 (ii) 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 (other than, for the avoidance of doubt, the Excluded Subsidiary) to, grant to the Administrative Agent as security for the Obligations 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 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 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). (bd) The In the event that (i) the Required 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 Required Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly promptly, or shall cause each such Domestic Subsidiary to promptly, 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 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) 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 prior written notice as set forth in the Second Lien Intercreditor Agreement to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Obligations a first-priority, perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably 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, 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 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), 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 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 xv) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or xvi) 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, (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.Guaranty

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 80% 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 80% 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 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 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)Recognized 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 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 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 evaluated in the most recently completed Reserve Report 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 value; provided, however, that the total value of Borrower shall not be obligated to cause the proved, developed and producing reserves)Excluded Subsidiaries to grant such a Lien prior to 90 days after the Effective Date. 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; provided, however, that the Borrower shall not be obligated to cause the Excluded Subsidiaries to pledge the stock of any of their Subsidiaries until the occurrence of the Triggering Event. (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 any 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; provided, however, that until the occurrence of a Triggering Event, no Excluded Subsidiary shall be required to guarantee the Indebtedness pursuant to the Guaranty Agreement. (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)(vii)) to ascertain whether the Mortgaged Properties represent at least 80% 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 80% 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 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)value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, mortgagessecurity 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 grants a Lien on its Oil and Gas Properties to the Administrative Agent for the ratable benefit of the Secured Parties 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 a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, (i) pledge all of the Equity Interests of such new Subsidiary pursuant to a 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 (ii) 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 Obligations 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 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 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). (bd) The In the event that (i) the Required 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 Required Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly promptly, or shall cause each such Domestic Subsidiary to promptly, 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 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.

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 Base, the 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), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a firstsecond-priority Lien interest interest, junior and subordinate to the Lien securing the Senior Indebtedness (as defined in the Intercreditor and Subordination Agreement) (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.,

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 80(i) if such Reserve Report evaluates twenty or fewer proved developed producing xxxxx or units, 100% of the total value discounted present value, as determined by the Administrative Agent, of the proved Oil and Gas Properties evaluated by such Reserve Report, and (and on ii) if such Reserve Report evaluates more than twenty proved developed producing xxxxx or units, at least 9080% of the total value discounted present value, as determined by the Administrative Agent, of the provedproved Oil and Gas Properties evaluated by such Reserve Report, 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% such specified percentage of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)discounted present value, then the Borrower shall, and shall cause its Domestic Subsidiaries to, grant, within thirty (30) days of after delivery of the certificate required under Section 8.12(c), to the Administrative Agent 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 80% such specified percentage of such total value (and on at least 90% of the total value of the proved, developed and producing reserves)discounted present 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 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 and a supplement to the Security Agreement, each executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, 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 at any time requested by the Administrative Agent in the exercise of its reasonable discretion, the Borrower shall discharge any lien arising out of the claim by Sunpro, Inc. listed on Schedule 7.05 by complying with 49 P.S. §15.10 (discharge of lien on payment into court or entry of security) by doing one of the following at the Borrower’s option: (i) posting a cash deposit equal to the amount of the claim in accordance with 49 P.S. §15.10(a); or (ii) providing approved security in lieu of cash in double the amount of the required cash deposit, or such lesser amount as the court shall approve which shall not be less than the full amount of the cash deposit in accordance with 49 P.S. §15.10(d).

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 Parent Guarantor 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 Parent Guarantor 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 Indebtedness a first-priority Lien interest (provided that Excepted Liens which are permitted by the terms of the type described in clauses (a) Section 9.03 to (d) and (f) of the definition thereof may exist, but subject attach to the provisos Mortgaged Properties may exist and have whatever priority such Liens have at the end of such definitiontime under applicable law) 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 Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) The Borrower If (i) the Parent Guarantor shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Parent Guarantor elects to have a Domestic Subsidiary guarantee the Indebtedness or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $5,000,000, then the Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary tothe relevant Credit Party, promptlyif applicable, 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 Domestic Subsidiary (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 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 Parent Guarantor or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the Parent Guarantor 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 Parent Guarantor 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 Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if applicableany, 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)(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, 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 (i) cause each 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 toSubsidiary, (i) execute and deliver a supplement to the Guaranty Agreement executed by whereby such SubsidiarySubsidiary will guarantee the Indebtedness, (ii) pledge pledge, or cause the applicable Subsidiary or Subsidiaries to pledge, all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original any 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 deliver, and 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 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 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 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, 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, (iiA) cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, 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 (iiiA) 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 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 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 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, 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 (f) 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 (g) the Parent, OP LLC and the Borrower shall not, and shall not permit any of their respective 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 Baseredetermination, the Borrower Borrowers shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)8.12) 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 Borrowers shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(b), to the Administrative Agent or its designee as security for the Obligations Indebtedness a firstsecond-priority Lien interest (subject to a Lien under the Senior Revolving Credit Documents and 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 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 Borrower In the event that (i) the Borrowers determine that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrowers shall promptly cause each such 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 Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the its 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 AgentAgent or its designee.

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 BaseTotal PV, 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(c8.12(b), 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 $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 Alabama Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Alabama Mortgaged Properties represent at least 8085% of the total value of the proved Oil Proved Developed Producing Reserves and Gas Properties (and on at least 90% Proved Developed Nonproducing Reserves located in the State of the total value of the proved, developed and producing reserves) Alabama 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 Alabama 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 a first-priority Lien interest (provided that the Excepted Liens of the type described in clauses (ai) to (div) and (fvi) 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 and located in the State of Alabama such that after giving effect thereto, the Alabama 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 Subsidiary that is a Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Obligations pursuant to the Guaranty AgreementObligations. 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 in the form of Annex 1 to the Guarantee Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock or membership interest certificates (if such interests are certificated) evidencing all of the issued and outstanding Equity Interests of such SubsidiarySubsidiary to Collateral Agent, together with an appropriate undated stock power powers, or other equivalent instruments of transfer reasonably acceptable to Administrative Agent, 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, including without limitation: (i) the execution and delivery of a pledge and security agreement in substantially the form of the Pledge and Security Agreement attached as Exhibit C-2 hereto; (ii) a certificate of the Subsidiary that is a Material Domestic Subsidiary or Domestic Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b), (A) setting forth resolutions of the managers, board of directors or other managing body with respect to the authorization of such Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (B) setting forth the individuals who are authorized to sign the Loan Documents to which the Person is a party, (C) providing specimen signatures of such authorized individuals, (D) setting forth the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of such Person, in each case, certified as being true and complete and (E) certifying that the representations and warranties of such Person contained in the Loan Documents to which it is a party are true correct on and as of the date thereof; (iii) certificates of the appropriate state agencies with respect to the existence, qualification and good standing of such Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b); (iv) an opinion of Xxxxxxx Xxxxx LLP, special New York counsel to the Borrower, providing opinions with respect to such Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b) regarding the authority of such Subsidiary to execute the supplement to the Guarantee Agreement, the Pledge and Security Agreement and any other Security Instrument to which such Subsidiary is a party, the enforceability of such documents with regard to such Subsidiary, and the perfection of Liens created under such Security Instruments; and (v) UCC search certificates reflecting no prior Liens encumbering such Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b) other than Liens permitted by Section 9.03.

Additional Collateral; Additional Guarantors. (a) 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)(vi8.12(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 Restricted Subsidiaries to, grant, within thirty (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 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 $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 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 Parent Guarantor 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 Parent Guarantor 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 Indebtedness a first-priority Lien interest (provided that Excepted Liens which are permitted by the terms of the type described in clauses (a) Section 9.03 to (d) and (f) of the definition thereof may exist, but subject attach to the provisos Mortgaged Properties may exist and have whatever priority such Liens have at the end of such definitiontime under applicable law) 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 Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) The Borrower If (i) the Parent Guarantor shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Parent Guarantor elects to have a Domestic Subsidiary guarantee the Indebtedness or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $5,000,000, then the Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary tothe relevant Credit Party, promptlyif applicable, 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 Domestic Subsidiary (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) 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 Parent Guarantor or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the Parent Guarantor 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 Parent Guarantor 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, if applicableany, 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 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 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 15 days after the formation or acquisition (or other similar event) of such Subsidiary toDomestic Subsidiary, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such 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 creates or becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, but in any event no later than 15 days after the date of becoming an owner thereof, (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) The Borrower shall cause any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(D) to 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 15 days after the date required thereby, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Person and (ii) 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 Second Lien 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. (e) 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 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 Restricted 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, 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 CREDIT AGREEMENT 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 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% 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 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). (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 30 days after the formation or acquisition (or other similar event) of such Subsidiary toDomestic Subsidiary, (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 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 30 days after the date of becoming an owner thereof, (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, promptly, but in any event no later than 30 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 2002 Senior Subordinated Notes or the Permitted Additional Senior Subordinated Notes, 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.

Additional Collateral; Additional Guarantors. (a) 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)(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 (subject to a Lien under the Senior Revolving Credit Documents and 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 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 15 days after the formation or acquisition (or other similar event) of such Subsidiary toDomestic Subsidiary, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such 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 creates or becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, but in any event no later than 15 days after the date of becoming an owner thereof, (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) The Borrower agrees that it will not, and will not permit any Restricted Subsidiary to, xxxxx x Xxxx on any Property to secure the Revolving Credit Senior 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 (subject 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 Restricted 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. (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 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 $2,000,000, 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)(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 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(b8.13(b). (b) 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, (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.

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)5.12) 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 Transmittal required under Section 8.12(c5.12(c), to the Administrative Agent as security for the Obligations a first-priority Indebtedness an Appropriate Priority Lien interest (provided that Excepted Liens Permitted Encumbrances of the type described in clauses (ai) to (div) and (fvi) 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 Collateral Documents 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 InstrumentsCollateral Documents, 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(b5.14(b). (b) The If any Subsidiary is acquired or formed after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and within ten (10) Business Days after any such Subsidiary is acquired or formed, will cause such Subsidiary to become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Administrative Agent a supplement to the Guaranty and Collateral Agreement in form and substance reasonably satisfactory to the Administrative Agent accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(b), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Guaranty and Collateral Agreement. (c) In the event that the Borrower or any Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $500,000 then the Borrower shall promptly promptly, or shall cause each such Subsidiary to promptly, 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 SubsidiaryAgreement, (ii) pledge 65% of all of the Equity Interests Capital Stock of such new Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests such Capital Stock 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.

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% the Required Engineered Value 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)Required Engineered Value, then the Borrower shall, and shall cause its Subsidiaries other Loan Parties to, grantpromptly, but in any event within thirty (30) days of delivery of the certificate required under Section 8.12(cReserve Report (or such longer period (or such longer period as the Administrative Agent may approve in its sole discretion), grant to the Administrative Agent as security for the Obligations Indebtedness 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 such definitionpermitted by Section 9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report 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)Required Engineered 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 Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.14(c). (b) The It is understood that the obligation to pledge and provide first-priority perfected liens (subject to Permitted Encumbrances but subject to the provisos at the end of the definition thereof) on only the Required Engineered Value 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 Value of the Oil and Gas Properties evaluated in the Initial Reserve Reports or the most recent Reserve Report delivered to the Lenders and pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (c) If any additional Material Subsidiary is formed or acquired (or an Unrestricted Subsidiary is designated as a Restricted Subsidiary and such Restricted Subsidiary is a Material Subsidiary) after the Effective Date, then the Borrower shall promptly shall, within thirty (30) days (or such longer period as the Administrative Agent may agree) after such newly formed or acquired Material Subsidiary is formed or acquired (or is designated as a Restricted Subsidiary) 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 and the Security Agreement executed by such SubsidiaryRestricted Subsidiary and become a Guarantor and a Grantor (as defined in the Security Agreement), respectively, thereunder and grant a first-priority security interest (subject 125 to Liens permitted by Section 9.03) in substantially all of its personal property, (iiB) pledge execute and deliver a Security Instrument pledging all of the Equity Interests of such new Restricted Subsidiary (including, without limitation, delivery of original stock certificates (if any) evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any Material Subsidiary that is not a corporation) 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) In the event that the Borrower or any other Guarantor acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is already created under the Security Instruments) after the Effective Date, the Borrower shall, or shall cause such other Guarantor to, promptly (and, in any event, within thirty (30) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest in such Property, subject to Liens permitted by Section 9.03. (e) In the event that the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Borrower or any other Restricted Subsidiary, or the Borrower, shall, and shall cause each such Restricted Subsidiary, to (i) make such loans in the form of an intercompany note and (ii) collaterally assign the Borrower’s or the applicable Restricted Subsidiary’s interests in such intercompany note to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness to the extent required by the Security Instruments. (f) In furtherance of the foregoing in this Section 8.14 and subject to any exceptions, exclusions or limitations set forth herein or in the Security Instruments, each Loan Party (including any newly created or acquired Restricted Subsidiary) shall promptly (and, in any event, within thirty (30) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case, as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent. (g) In connection with each Disposition of Oil and Gas Properties (including by means of a Disposition of Equity Interests of a Subsidiary) in which the aggregate Borrowing Base Value of Oil and Gas Properties Disposed of (including by means of a Disposition of Equity Interests of a Subsidiary) exceeds five percent (5%) of the Borrowing Base then in effect, and the Elected Commitment Utilization Percentage at such time exceeds eighty percent (85%), then the Borrower shall ascertain whether the Mortgaged Properties represent at least the Required Engineered Value of the Oil and Gas Properties after giving effect to such Disposition. In the 126 event that the Mortgaged Properties do not represent at least such Required Engineered Value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly, but in any event within thirty (30) days of such Disposition (or such longer period (not exceeding sixty (60) days) as the Administrative Agent shall agree in its sole discretion), grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Liens permitted by Section 9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least such Required Engineered Value. (h) The Security Instruments shall remain in effect at all times unless otherwise released pursuant to the terms of this Agreement. (i) Notwithstanding any provision in any Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) owned by any Loan Party included in the definition of “Mortgaged Properties” and no Building or Manufactured (Mobile) Home is encumbered by any Security Instrument.

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 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 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 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, 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 definitionPermitted Liens) 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. 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 Borrower shall promptly cause each newly created or acquired Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty AgreementAgreement and to gxxxx x xxxx and security interest in all of its Collateral (as defined in the security agreement) pursuant to a security agreement. In connection with any such guaranty, the Borrower shall, or shall promptly cause (i) such Subsidiary to, promptly, but in any event no later than 10 days after to execute and deliver the formation or acquisition Guaranty Agreement (or other similar eventa supplement thereto, as applicable) and a security agreement (or a 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 limitationin the event such Equity Interests are certificated, 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 Agent. (c) 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 its respective Guaranty 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(c) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(c), 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(c) shall remain in full force and effect until the Commitments have expired or 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(c) constitute, and this Section 8.14(c) 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)(vi8.12(c)(vii)) to ascertain whether the Mortgaged Properties represent at least 80100% 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 80100% 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 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 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 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 grants a Lien on its Oil and Gas Properties to the Administrative Agent for the ratable benefit of the Secured Parties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Parent, the Intermediate Entities and the Borrower shall, and the Borrower shall promptly cause each Subsidiary (other than, for the avoidance of doubt, the Excluded Subsidiary) to, guarantee the Obligations pursuant to a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, (i) pledge all of the Equity Interests of such new Subsidiary pursuant to a 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 (ii) 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 (other than, for the avoidance of doubt, the Excluded Subsidiary) to, grant to the Administrative Agent as security for the Obligations 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, 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 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). (bd) The In the event that (i) the Required 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 Required Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly promptly, or shall cause each such Domestic Subsidiary to promptly, 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 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.

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 Restricted Subsidiaries 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 in its sole discretion but in any event not to exceed sixty (60) days after such delivery), 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 (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, 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 (in each case other than an Excluded Subsidiary), 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 pursuant to the Guaranty and Security Agreement (including, without limitation, 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) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) [Reserved.] (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 (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 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 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 Each Obligor shall, and shall cause its Subsidiaries each Guarantor 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), (viii), (xi) and (fxii) 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 giving effect thereto, the value of the Mortgaged Properties will represent at least 80% of such total value (and on at least 90100% of the total value Borrower's and Guarantors' off-shore Oil and Gas Properties and all proved and probable reserves attributable to the Borrower's and Guarantors' onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of the proved, developed Texas and producing reservesLouisiana not exceeding an aggregate amount of $500,000.00). 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 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 Each Obligor shall cause EEX and each Domestic Subsidiary (other than the Borrower shall promptly cause each Subsidiary and EEX Reserves and its Subsidiaries) to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Each Obligor shall, or and shall cause such each 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 capital stock of such new each Domestic Subsidiary (except for the Subsidiaries of EEX Reserves, and in the case of EEX Reserves, only the outstanding stock owned by the Obligors and Guarantors) (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) now owned hereafter acquired or created. In connection with compliance with this Section, if applicable) the Obligors shall, and (iii) shall cause any Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Each Obligor shall, or shall cause each Domestic Subsidiary to, pledge 65% of all the capital stock of each first-tier Foreign Subsidiary (other than EEX Asahan Ltd.) (including, without limitation, delivery of original stock certificates evidencing such capital stock of each such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) now owned or hereafter acquired or created. In connection with compliance with this Section, the Obligors shall, and shall cause any Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Obligors will at all times cause the other material tangible and intangible assets of each Obligor and Guarantor to be subject to a Lien of the Security Instruments. (e) Upon the termination and release of the Enron Prepay Obligation and the Enron Xxxx-to-Market Related Xxxxxx, the Obligors shall cause to be pledged all of the issued and outstanding ownership interests of EEX Reserves and shall cause EEX Reserves and its Subsidiaries to (i) guarantee the Indebtedness pursuant to the Guaranty Agreement, (ii) pledge all of the capital stock (or equivalent ownership interests) of each Domestic Subsidiary and 65% of the capital stock (or equivalent ownership interests) of each Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the capital stock of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) 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 (i) to (v), (vii), (viii), (xi) and (xii) of the definition thereof) on all of their off-shore Oil and Gas Properties and all proved and probable reserves attributable to their onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00); (iv) pledge their other material tangible and intangible assets pursuant to the Liens created by the Security Instruments; and (v) cause all of their Deposit Accounts and Securities Accounts to be subject to Blocked Account Control Agreements and Securities Account Control Agreements reasonably acceptable to the Administrative Agent; provided, that if EEX E&P refinances the Enron Prepay Obligation and the Enron Xxxx-to-Market Related Xxxxxx pursuant to Section 9.04(c) through the use of Debt, the terms of such Section shall override the terms set forth in this Section 8.09(e).

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 substantially all of the Midstream Assets.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor 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 808090% 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 808090% 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 Parent Guarantor shall cause its Subsidiaries 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 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 808090% 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).8.14(b).68 (b) The In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor 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 Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments. (d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition. (e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business Days (or such longer time as the Administrative Agent may agree in its sole discretion) 68 Amended by Thirteenth Amendment. following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.69

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 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 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 30 days after the formation or acquisition (or other similar event) of such Subsidiary toDomestic Subsidiary, (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 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 30 days after the date of becoming an owner thereof, (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, promptly, but in any event no later than 30 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 Senior Notes, the Senior Subordinated Notes or, if applicable, any Permitted Additional Notes, 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.

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 8085% of the total value (as determined by the Administrative Agent based on the present value of the proved Proved Reserves attributable thereto using a 9% discount rate) of the 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 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 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 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), 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 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 57 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 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% 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)(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 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)(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) Liens under the Senior Revolving Credit Documents may exist and (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 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(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 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 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 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 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 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 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 30 days after the formation or acquisition (or other similar event) of such Subsidiary toDomestic Subsidiary, (ia) execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (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 creates or becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, but in any event no later than 30 days after the date of becoming an owner thereof, (12) 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 (13) 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 cause any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(D) to 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 15 days after the date required thereby, (14) execute and deliver a supplement to the Guaranty Agreement executed by such Person and (15) 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 Second Lien 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. (e) 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 Notes without first (16) 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 (subject to Excepted Liens identified in clauses (a) to (d) and (f) of 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 Restricted 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 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 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 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 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 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 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 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)(vi8.11(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 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, (i) any Immaterial Subsidiary becomes a Material Subsidiary (whether pursuant to the Guaranty Agreement. In connection with definition of Material Subsidiary or otherwise) or (i) 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)5.12) 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 Transmittal required under Section 8.12(c5.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens Permitted Encumbrances of the type described in clauses (ai) to (div) and (fvi) 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 Collateral Documents 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 InstrumentsCollateral Documents, 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(b5.14(b). (b) The If any Subsidiary is acquired or formed after the Closing Date, the Borrower shall will promptly notify the Administrative Agent thereof and within ten (10) Business Days after any such Subsidiary is acquired or formed, will cause each such Subsidiary to guarantee become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Obligations pursuant Administrative Agent a supplement to the Guaranty and Collateral Agreement in form and substance reasonably satisfactory to the Administrative Agent accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(b), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Guaranty and Collateral Agreement. . (c) In connection with any such guaranty, the event that the Borrower shallor any 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 Subsidiary to, to promptly, but in any event no later than 10 days after guarantee the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver a supplement Indebtedness 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 Agent.the

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 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, 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 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), 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). (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.

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 PV-9 of the proved, developed and producing reserves) Proved Reserves evaluated in the most recently completed recent 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, 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 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. 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 Borrower shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty AgreementAgreement and to xxxxx x xxxx and security interest in all of its Collateral (as defined in the security agreement) pursuant to a security 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) 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 Agent. (c) In the event that any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (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 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 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 its respective Guaranty 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 the Commitments have expired or 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(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.

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 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 (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 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)(vi8.12(e)(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 If 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), 8.12(e) 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 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 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 8065% of the total value of the proved Oil Proved Developed Producing Reserves and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) Proved Developed Nonproducing 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 8065% 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 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 8065% 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 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, including without limitation, the execution and delivery of a pledge and security agreement in substantially the form of the Pledge and Security Agreement attached as Exhibit C-3 hereto.

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.