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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such Reserve Report. In the event that the Mortgaged Properties do not represent at least 80% of such total 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 8.11(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time 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. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase following the Effective Date, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent (i) at least 8085% of the total value PV10 of the Oil Borrowing Base Properties of the Borrower and Gas Properties the Guarantors evaluated in by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production, and (ii) at least 50%, measured by net acres owned, of the Unproven Acreage acquired by the Borrower or any Guarantor on or after April 1, 2014 and owned by the Borrower and the Guarantors at such time. In the event that the Mortgaged Properties do not represent at least 80% of such total valuesatisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, within thirty (30) days of after delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent Agent, as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Obligations, Security Instruments covering additional Borrowing Base Properties may exist and have whatever priority such Liens have at such time under applicable law) on additional Oil and Gas Properties and/or Unproven Acreage 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 valuerequirements. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Domestic 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 to, promptly, but in any event no later than 15 days after the relevant Subsidiary, if applicable, formation or acquisition (or other similar event) of such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement and Collateral Agreement, executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In Notwithstanding any provision in any of the Loan Documents to the contrary, in no event that 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 Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) other Credit Party included in the case of a Domestic Subsidiary becoming Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the direct owner, 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 and the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing not, and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary not permit any Restricted Subsidiaries to, pledge sixty six and two-thirds percent permit to exist any Lien on any Building or Manufactured (66-2/3%Mobile) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithHome except Excepted Liens.

Additional Collateral; Additional Guarantors. (ai) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80the lesser of (i) 75% of the total value of the Oil and Gas Properties evaluated in such the most recent Reserve ReportReport and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production or (ii) 125% of the Aggregate Commitment. In the event that the Mortgaged Properties do not represent at least 80the lesser or (i) 75% of such total valuevalue or (ii) 125% of the Aggregate Commitment, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (i) to (v), (vii) and (viii) of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawdefinition thereof) 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 80the lesser of (i) 75% of such total valuevalue or (ii) 125% of the Aggregate Commitment. 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 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 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 8.13(b6.1.9(ii). (bii) If (i) In the event that the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Material Domestic Subsidiary to guarantee the Obligations pursuant to the Guaranty AgreementGuaranty. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Material Domestic Subsidiary or another Subsidiary to, (Aa) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Material Subsidiary, (Bb) pledge all of the Equity Interests capital stock of such new Domestic Material Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests capital stock of such Material Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Cc) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value PV-10 of the Oil and Gas Borrowing Base Properties evaluated in such the most recently completed Reserve ReportReport 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 valuePV-10, then the Borrower shall, and shall cause its Restricted Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 subject to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawPermitted 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 valuePV-10. 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. In order to comply with the foregoing, if any Restricted 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such 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 the relevant Subsidiary, if applicable, to, (Ai) such Subsidiary to execute and deliver a supplement to the Guaranty Agreement executed by (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 Subsidiary, (B) Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitationin the event such Equity Interests are certificated, delivery of original stock certificates, if any, 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) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent 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 connection therewithorder 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 the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the such Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value Total Proved PV-9 of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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 valueTotal Proved PV-9, then Parent and the Borrower shall, and shall cause its Restricted Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien Index interest Lien, subordinate to only that of the Senior Liens, if any (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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 valueTotal Proved PV-9. 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. In order to comply with the foregoing, if any Restricted 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then Parent and the Borrower shall promptly cause such each newly created or acquired Subsidiary that is a Wholly-Owned Subsidiary (other than any Immaterial Subsidiary) to guarantee the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty, Parent and the Borrower shall, or shall cause the relevant (i) such Subsidiary (other than any Immaterial Subsidiary, if applicable, to, (A) to execute and deliver the Guarantee and Collateral Agreement (or a supplement thereto, as applicable) and (ii) subject to the Guaranty Agreement executed by Intercreditor Agreement, the owners (other than any Immaterial Subsidiary) of the [Credit Agreement] Equity Interests of such Subsidiary, (B) Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, including delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) to execute and deliver such other additional closing documents, documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary Loan Party becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the Loan Party shall promptly, subject to the Intercreditor Agreement, (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) 100% of all the Equity Interests of such Foreign Subsidiary Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, without limitationin each case, delivery of original stock certificates certificates, if any, evidencing such Equity Interests of such Foreign Subsidiary, if anyInterests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (d) In the event that any Loan Party becomes the direct owner of a Foreign Subsidiary, then the Loan Party shall promptly (i) pledge 66-2/3% of all the Equity Interests of such Foreign Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Collateral Agreement and other Security Instruments (provided, however, that the Borrower shall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and effect until Payment in Full. (f) If the Borrower or any Subsidiary intends to grant any Lien on any Property to secure the Revolving Debt, then the Borrower will provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent and the Borrower will, and will cause its Subsidiaries to, grant to the Administrative Agent to secure the Secured Obligations a Lien subordinate to only that of the Senior Liens, if any, 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 such Domestic Subsidiary its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.Agent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Revolving Debt to contemporaneously guarantee the Secured Obligations pursuant to the Guarantee and Collateral Agreement. [Credit Agreement]

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Baseredetermination, the Borrower Borrowers shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)8.12) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower Borrowers shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(b), to the Administrative Agent or its designee as security for the Obligations Indebtedness a firstsecond-priority Lien Index interest (subject to a Lien under the Senior Revolving Credit Documents and provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire Borrowers determine that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower Borrowers shall promptly cause 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 the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the its Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Borrowers shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower Borrowers shall, and shall cause its Restricted their Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower The Borrowers shall promptly cause such each Domestic Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Borrowers shall, or shall cause the relevant Subsidiary, if applicable, such Domestic Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates or other certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of Subject to any applicable limitations set forth in the Borrowing BaseTerm Loan Security Instruments or the Intercreditor Agreement, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such Reserve Report. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grantgrant to the Administrative Agent or its designee as security for the Indebtedness a second-priority Lien interest (provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, 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 Term Loan Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such total value, provided that other than in connection with the Effective Date and prior to the termination of the RBL Credit Agreement, the time period for execution of such documents shall be governed by the terms of the RBL Credit Agreement relating to the comparable documents securing the Priority Lien Debt and shall include any extensions granted by the Priority Lien Agent thereunder. In addition, to the extent not already subject to the Term Loan Security Instruments, to the extent the Borrower or any Guarantor executes acceleration payment, purchase of assets, or if there is a reconveyance of any TPG JD Subject Assets, the Borrower or such Guarantors will promptly execute Term Loan Security Instruments on such TPG JD Subject Assets. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Term Loan Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). In addition to the foregoing, (i) not later than 30 days after the Closing Date (or such longer period as the Majority Lenders may agree) and (ii) thereafter, within thirty 30 days after the acquisition of any Specified Permian Acreage by the Borrower or any of its Subsidiaries (30) days of delivery of or such longer period as the certificate required under Section 8.11(cMajority Lenders may agree), the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Excepted Liens which are permitted of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on (a) in the case of clause (i), the Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Permian Acreage is Mortgaged Property and (b) in the case of clause (ii), the Specified Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Specified Permian Acreage so requested by the terms Administrative Agent or the Majority Lenders is Mortgaged Property. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.03 8.14(b). Not later than 30 days after the end of each of fiscal quarter of each fiscal year of the Borrower, Borrower will furnish to attach the Administrative Agent a report and a certificate in form and substance and in detail reasonably satisfactory to the Majority Lenders certifying that (and attaching the most recent Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi) of the RBL Credit Agreement or any successor provision) and such listing and information as the Administrative Agent (at the written direction of Majority Lenders) may reasonably request to ascertain whether) the Mortgaged Properties represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production, provided that in the event that the Mortgaged Properties do not represent at least 95% of such total value, then, within 30 days after the date the report and certificate are furnished for such fiscal quarter end, the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a second-priority Lien (provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist and have whatever priority exist, but subject to the provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8095% of such total value. 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. 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 8.13(b). (b) If In the event that (i) the Borrower shall form or acquire any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee (A) execute and deliver the Obligations Term Loan Guaranty Agreement (or a supplement or joinder thereto, as applicable), (B) execute and deliver a supplement or joinder to the Term Loan Security Agreement pursuant to the Guaranty Agreementwhich such Domestic Subsidiary will xxxxx x Xxxx and security interest in substantially all of its personal property as contemplated therein. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to the Term Loan Pledge Agreement (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof; provided, that prior to the termination of the RBL Facilities, any requirement to deliver possessory collateral hereunder shall be satisfied by delivery of, or the grant of control to, as applicable, the RBL Administrative Agent (or any replacement administrative agent under any other RBL Facilities)) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent (or its designee) or the Majority Lenders; provided that (y) the foregoing requirements shall not apply to Legacy Reserves Finance Corporation and (z) in connection therewith. (c) In the no event that shall the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary be required to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests of such Foreign any E&P Subsidiary (includingpursuant to any Term Loan Document; provided, without limitationfurther, delivery that prior to the termination of original stock certificates evidencing such Equity Interests RBL Credit Agreement, the time period for execution of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank documents shall be governed by the registered owner thereof) terms of the RBL Credit Agreement relating to the comparable documents securing the Priority Lien Debt and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested include any extensions granted by the Administrative Priority Lien Agent in connection therewiththereunder.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.11(c)(vi8.11(c)(iv)) to ascertain whether the such Mortgaged Properties represent at least 80% of the total value Engineered Value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the such Mortgaged Properties do not represent at least 80% of such total valueEngineered Value, then the Borrower shall, and shall cause its Restricted Subsidiaries the Subsidiary Guarantors to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c). (or such later date as may be acceptable to the Administrative Agent), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject to Excepted Liens which are permitted by the terms other than Excepted Liens described in clause (h) of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent at least 80% of such total valueEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such Subsidiary each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Obligations Indebtedness pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any such guaranty, the Borrower shallshall promptly, but in any event no later than 30 days after the formation or shall cause acquisition (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the relevant Subsidiary, if applicable, toAdministrative Agent), (Ai) cause such Subsidiary to execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryGuarantee and Collateral Agreement, (Bii) pledge cause all of the Equity Interests of such new Domestic Subsidiary (includingto be pledged to the Administrative Agent, without limitationfor the benefit of the Secured Parties, delivery of and to the extent such Equity Interests are certificated, cause such original stock certificates, if any, or other certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) , to be delivered to the Administrative Agent, and (Ciii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such 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 80less than 90% of such the total valuevalue of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such later date as the Administrative Agent may agree to in its sole discretion and to the extent permitted by the Second Lien Notes) of the delivery of the certificate required under Section 8.11(c)Reserve Report Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien Index interest (provided that subject to Liens which are permitted by the terms of Section 9.03 to which may attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawProperty) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 80is equal to or greater than 90% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such total valueReserve Report.; provided, that with respect to the Reserve Report delivered in connection with the Scheduled Redetermination as of April 1, 2021, notwithstanding the foregoing, the Borrower shall (x) comply with this Section 8.14(a) within 30 days of the Third Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion) and (y) grant to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on substantially all of the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries located in Fayette County, Pennsylvania as of the Third Amendment Effective Date promptly following the recording of the applicable conveyances granting the Borrower or Restricted Subsidiary record title to such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to become a Guarantor and guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Restricted Subsidiaries to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion and to the extent permitted by the Second Lien Notes) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if applicable, ) of any Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to, (Ai) cause such Material Subsidiary to execute and deliver a joinder and supplement to the Guaranty Agreement executed by such Subsidiaryand Collateral Agreement, (Bii) (A) pledge all of the Equity Interests issued by such Material Subsidiary and (B) cause such Material Subsidiary to pledge all of the Equity Interests directly owned by such new Domestic Material Subsidiary in its respective Subsidiaries (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); provided, that such pledge shall be limited to (x) 65% of the voting Equity Interests in any Excluded Subsidiary described in clauses (a) or (b) of the definition thereof and (Cy) 0% of the Equity Interests in any Excluded Subsidiary described in clauses (c) or (d) of the definition thereof (unless such Equity Interests are pledged to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof), and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerintends to grant any Lien on any Property to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof, the Borrower shall will provide at least fifteen (15) day’s 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 Subsidiaries to, first (or contemporaneously therewith) grant to the Administrative Agent to secure the Secured Obligations a first-priority Lien on the same Property (unless the Administrative Agent declines such Domestic Subsidiary to promptly guarantee the Obligations Lien), pursuant to the Guaranty Agreement by executing Security Instruments in form and delivering a supplement substance satisfactory to the Guaranty AgreementAdministrative Agent, (ii) 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 such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Permitted Second Lien Notes or any Permitted Refinancing Debt to contemporaneously guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(iii)) to ascertain whether the Mortgaged Properties represent at least 8075% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause each of its Restricted Material Subsidiaries (other than an Excluded Foreign Subsidiary) to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) of Section 9.03 to attach the definition thereof, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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 8075% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements 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 Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is (a) a Restricted Subsidiary that is not an Excluded Foreign Subsidiary and (b) not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If (i) In the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines event that any Restricted Subsidiary is becomes a Material Domestic SubsidiarySubsidiary after the Closing Date, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant such Restricted Subsidiary (other than any Excluded Foreign Subsidiary, if applicable, ) to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Restricted Subsidiary, (B) pledge execute and deliver a Pledge — Borrower, pledging all of the Equity Interests of such new Domestic Restricted Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent Agent. In addition, in connection therewith. (c) In the event that the Borrower or any Domestic Excluded Foreign Subsidiary that is a First Tier Foreign Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary after the Closing Date, Borrower shall deliver a Pledge — Borrower, pledging 65% of such Excluded Foreign Subsidiary’s outstanding voting Equity Interests and 100% of such Excluded Foreign Subsidiary’s outstanding non-voting Equity Interests to the extent such pledge will not result in adverse tax consequences to the Borrower. Notwithstanding the foregoing, if it were a Domestic any Subsidiary (other than any Excluded Foreign Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerguarantees any Debt, the Borrower shall promptly cause such Domestic Subsidiary to promptly guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver (x) a supplement to the Guaranty Agreement and (y) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Security Instruments shall remain in effect at all times unless otherwise released pursuant to the terms of this Agreement; provided, however, that on the Investment Grade Rating Date, if no Default has occurred and is continuing, then (i) Section 8.14(a) shall have no further force or effect and (ii) upon written request of the Borrower to the Administrative Agent, the Administrative Agent in connection therewithshall use reasonable efforts to promptly release all of the Mortgaged Properties from the Liens of the Security Instruments; provided, further, that if, after such release of any or all of the Mortgaged Properties under the Security Instruments, the Borrower ceases to have an Investment Grade Rating, then (1) Section 8.14(a) shall be automatically reinstated and (2) the Borrower will, and will cause each other applicable Subsidiary to, re-execute and re-deliver to the Administrative Agent any and all Security Instruments that are required to be delivered pursuant to the terms and provisions of this Agreement.

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 delivered in connection therewith and the list of information regarding current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the proved Oil and Gas Properties that constitute Mortgaged Properties represent at least 80% (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) in the aggregate, a percentage of the total value of the proved Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport greater than or equal to the Mortgage Threshold, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the proved Oil and Gas Properties that constitute Mortgaged Properties do not represent at least 80% (i) one hundred percent (100%) of such the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) in the aggregate, a percentage of the total valuevalue of the proved Oil and Gas Properties evaluated in the most recently completed Reserve Report greater than or equal to the Mortgage Threshold, then the Borrower shall, and each Loan Party shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a firstsecond-priority Lien Index interest (provided that with priority subject only to Liens which are permitted by the terms of by Section 9.03 or operation of law to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law) on priority)on additional proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the proved Oil and Gas Properties that constitute Mortgaged Properties will represent at least 80% (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) otherwise, a percentage of such total valuevalue greater than or equal to the Mortgage Threshold. 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 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause each Domestic Subsidiary (other than any Subsidiary classified as such based on any Loan Party or any other Subsidiary being a general partner thereof, unless such Subsidiary is a Wholly-Owned Subsidiary) now existing or hereafter created or acquired that is not an Unrestricted Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, each such Domestic Subsidiary to, (A) execute assume the obligations under the Guaranty and deliver Collateral Agreement and this Agreement applicable to a Guarantor, by executing and delivering a supplement or joinder to the Guaranty Agreement executed by such Subsidiaryand Collateral Agreement, in form and substance satisfactory to the Administrative Agent, (B) pledge all of the Equity Interests of such new Domestic Subsidiary that it owns in any Loan Party (including, without limitation, delivery of any original stock certificates, if any, certificates or other certificates evidencing the Equity Interests of such SubsidiaryLoan Party, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) confirm that it is a “Grantor” under the Intercreditor Agreement by executing and delivering a Joinder Agreement (as defined in the Intercreditor Agreement) thereto, in form and substance satisfactory to the Administrative Agent, and (CD) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In The Loan Parties will at all times cause the event other material Property of the Loan Parties of the types not addressed by clauses (a) and (b) above to be subject to a perfected Lien (with priority subject only to Liens permitted by the terms of by Section 9.03 or operation of law to have priority) pursuant to the Security Instruments to the extent that such Lien can be granted and perfected under applicable law and subject to any exceptions set forth in the Security Instruments; provided, that the Borrower or any Domestic Subsidiary becomes Administrative Agent may waive the direct owner requirements of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiarythis Section 8.14(c), then in its sole discretion, with respect to (i) certain Property if the Administrative Agent determines that the cost of obtaining a Lien on such Property is excessive in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant relation to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreementvalue afforded thereby, (ii) Property with respect to which a Lien cannot be perfected under the Uniform Commercial Code and (iii) deposit account control agreements and security account control agreements. (d) The Borrower agrees that it will not, and will not permit any Guarantor to, xxxxx x Xxxx on any Property to secure the First Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Indebtedness, a perfected Lien (with priority subject only to Liens permitted by the terms of by Section 9.03 or operation of law to have priority) on the same Property pursuant to Security Instruments in substantially the same form or otherwise in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or and shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, Guarantor to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent Agent. (e) The Borrower will cause any Person guaranteeing the First Lien Debt to contemporaneously become a Guarantor hereunder in connection therewithaccordance with Section 8.14(b). (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 Restricted Subsidiary included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and Restricted Subsidiaries’ 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 owned by any of them except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Non-Alabama Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Non-Alabama Mortgaged Properties represent at least 8085% of the total value of the Proved Developed Producing Reserves and Proved Developed Nonproducing Reserves evaluated in the most recently completed Reserve Report (excluding such reserves related to Oil and Gas Properties evaluated located in such Reserve Reportthe State of Alabama) after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Non-Alabama Mortgaged Properties do not represent at least 8085% of such total 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 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (i) to (iv) and (vi) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments and not located in the State of Alabama such that after giving effect thereto, the Non-Alabama Mortgaged Properties will represent at least 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic any Subsidiary guarantee the Obligations or (iii) that is a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty AgreementObligations. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Guarantee Agreement in the form of Annex 1 to the Guarantee Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, or membership interest certificates (if any, 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) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.or its designee, including without limitation: (ci) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner execution and delivery of a Foreign 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 which would qualify as that is a Material Domestic Subsidiary if 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 were is a Domestic Subsidiaryparty and to enter into the transactions contemplated in those documents, then (iB) 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 case 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 Domestic 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 becoming that becomes a Guarantor pursuant to this Section 8.13(b) regarding the direct owner, the Borrower shall cause authority of such Domestic Subsidiary to promptly guarantee execute the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Guarantee Agreement, (ii) the Borrower shallPledge and Security Agreement and any other Security Instrument to which such Subsidiary is a party, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests enforceability of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing documents with regard to such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank 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 the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithSection 9.03.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) the The Borrower shall form or acquire a Material cause each Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause 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 Domestic Subsidiary to, promptly, but in any event no later than 30 days after the relevant formation or acquisition (or other similar event) of such Domestic Subsidiary, if applicable, to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, 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 (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) 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 sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 connection therewithrespect 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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (subject to a Lien under the Senior Revolving Credit Documents and provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) the The Borrower shall form or acquire a Material cause each Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause 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 Domestic Subsidiary to, promptly, but in any event no later than 15 days after the relevant formation or acquisition (or other similar event) of such Domestic Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, 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, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary creates or becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shallpromptly, or shall cause such Domestic Subsidiary toto promptly, but in any event no later than 15 days after the date of becoming an owner thereof, (i) pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) 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 such Domestic Subsidiary 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 in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (i) to (v), (vii) and (viii) of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawdefinition thereof) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after affecting giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.09(b). (b) If In the event that (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, Subsidiary or (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause 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 the relevant Subsidiary, if applicable, such Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests capital stock of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests capital stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiaryhas total assets in excess of $1,000,000, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall promptly cause such Domestic Subsidiary to promptly guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (ii) pledge sixty six and two-thirds percent (66-2/3%) 65% of all the Equity Interests capital stock of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests capital stock of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such 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 80less than 85% of such the total valuevalue of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such later date as the Administrative Agent may agree to in its sole discretion and to the extent permitted by the Second Lien Notes) of the delivery of the certificate required under Section 8.11(c)Reserve Report Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien Index interest (provided that subject to Liens which are permitted by the terms of Section 9.03 to which may attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawProperty) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 80is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such total valueReserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to become a Guarantor and guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Restricted Subsidiaries to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion and to the extent permitted by the Second Lien Notes) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if applicable, ) of any Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to, (Ai) cause such Material Subsidiary to execute and deliver a joinder and supplement to the Guaranty Agreement executed by such Subsidiaryand Collateral Agreement, (Bii) (A) pledge all of the Equity Interests issued by such Material Subsidiary and (B) cause such Material Subsidiary to pledge all of the Equity Interests directly owned by such new Domestic Material Subsidiary in its respective Subsidiaries (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); provided, that such pledge shall be limited to (x) 65% of the voting Equity Interests in any Excluded Subsidiary described in clauses (a) or (b) of the definition thereof and (Cy) 0% of the Equity Interests in any Excluded Subsidiary described in clauses (c) or (d) of the definition thereof (unless such Equity Interests are pledged to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof), and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerintends to grant any Lien on any Property to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof, the Borrower shall will provide at least fifteen (15) day’s 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 Subsidiaries to, first (or contemporaneously therewith) grant to the Administrative Agent to secure the Secured Obligations a first-priority Lien on the same Property (unless the Administrative Agent declines such Domestic Subsidiary to promptly guarantee the Obligations Lien), pursuant to the Guaranty Agreement by executing Security Instruments in form and delivering a supplement substance satisfactory to the Guaranty AgreementAdministrative Agent, (ii) 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 such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Permitted Second Lien Notes or any Permitted Refinancing Debt to contemporaneously guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(iii)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total PV-9 value of the Proved Oil and Gas Properties of the Loan Parties, evaluated in such the most recently completed Reserve ReportReport 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 PV-9 value, then the Borrower shall, and Loan Parties shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) of Section 9.03 to attach the definition thereof, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Proved 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 8085% of such total PV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, Subsidiary after the Effective Date or (ii) the Borrower elects to have or any Restricted Subsidiary creates, forms or acquires any Material Subsidiary (or any Unrestricted Subsidiary becomes a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Restricted Subsidiary), then the Borrower shall promptly cause 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 the relevant such Restricted Subsidiary (other than any Excluded Foreign Subsidiary, if applicable, ) to, (A) execute and deliver a supplement to the Guaranty Agreement and the Security Agreement executed by such Restricted Subsidiary, (B) pledge execute and deliver a Security Instrument pledging all of the Equity Interests of such new Domestic Restricted Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent Agent. In addition, in connection therewith. (c) In the event that the Borrower or any Domestic Excluded Foreign Subsidiary that is a First Tier Foreign Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary after the Effective Date, Borrower shall deliver a Pledge — Borrower, pledging 65% of such Excluded Foreign Subsidiary’s outstanding voting Equity Interests and 100% of such Excluded Foreign Subsidiary’s outstanding non-voting Equity Interests to the extent such pledge will not result in adverse tax consequences to the Borrower. Notwithstanding the foregoing, if it were a Domestic any Subsidiary (other than any Excluded Foreign Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerguarantees any Debt, the Borrower shall promptly cause such Domestic Subsidiary to promptly guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver (x) a supplement to the Guaranty Agreement and (y) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Security Instruments shall remain in effect at all times unless otherwise released pursuant to the terms of this Agreement; provided, however, that on the Investment Grade Rating Date, if no Default has occurred and is continuing, then (i) Section 8.14(a) shall have no further force or effect and (ii) upon written request of the Borrower to the Administrative Agent, the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties from the Liens of the Security Instruments; provided, further, that if, after such release of any or all of the Mortgaged Properties under the Security Instruments, the Borrower ceases to have an Investment Grade Rating, then (1) Section 8.14(a) shall be automatically reinstated and (2) within ninety (90) days of such cessation, the Borrower will, and will cause each other applicable Subsidiary to, re-execute and re-deliver to the Administrative Agent any and all Security Instruments that are required to be delivered pursuant to the terms and provisions of this Agreement. (d) Notwithstanding any provision in connection therewithany 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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, 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 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If The Parent Guarantor and the Borrower shall (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any cause each Restricted Subsidiary that is not a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant party to the Guaranty Agreement. In connection with Agreement to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such guaranty, the Borrower shall, or shall cause the relevant Restricted Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by whereby such SubsidiaryRestricted Subsidiary will guarantee the Indebtedness, (Bii) pledge pledge, or cause the applicable Restricted Subsidiary or Restricted Subsidiaries to pledge, all of the Equity Interests of such new Domestic Restricted Subsidiary (including, without limitation, delivery of original any stock certificates, if any, 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 (Ciii) 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 in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.”

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic any Wholly-Owned Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Guarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (Aa) execute and deliver a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted the Borrower’s Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower It shall promptly cause such Subsidiary each of its Subsidiaries (other than the Borrower) to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. The Parent shall at all times guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower it shall, or shall cause such Subsidiary to promptly (but with respect to any Subsidiary formed or acquired after the relevant Subsidiarydate hereof, if applicable, tono later than ten (10) days after the date of such formation or acquisition), (Ai) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithwith this Section 8.14(b). (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase or delivery of a Reserve Report hereunder, the Borrower shall review the such Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.01(i)(F)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.01(i), to the Administrative Agent as security for the Secured Obligations a first-priority Lien Index interest (provided that Specified Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawexist) 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 valuenot less than the minimum set forth above. 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. 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 8.13(b8.14(b). (b) If (i) In the event that the Borrower shall form creates or acquire a Material Domestic Subsidiary or otherwise determines that acquires any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant become a party to the Guaranty Guarantee and Collateral Agreement. In connection with any such guarantytherewith, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to each of the Guaranty Guarantee and Collateral Agreement executed by such Subsidiaryand the Intercreditor Agreement, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) , to the Administrative Agent and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In At any time during the event continuation of an Event of Default, if required by the Administrative Agent, the Borrower shall, and shall cause each of its Subsidiaries to grant to the Administrative Agent a Lien to secure the Secured Obligations on all other Oil and Gas Properties, except those assets as to which the Administrative Agent shall determine in its reasonable discretion that the cost of obtaining a Lien or other security interest therein is excessive in relation to the value of the security to be afforded thereby. (d) The Borrower or agrees that it will not, and will not permit any Domestic Subsidiary becomes to, xxxxx x Xxxx on any Property to secure the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then Second Lien Secured Obligations without first (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant giving fifteen (15) days’ prior written notice to the Guaranty Agreement by executing Administrative Agent thereof and delivering a supplement to the Guaranty Agreement, (ii) granting to the Administrative Agent to secure the Secured Obligations a first-priority, perfected Lien (subject to Specified 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, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (e) 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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Parent Guarantor and the Borrower shall, and shall cause its Restricted their Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If The Parent Guarantor and the Borrower shall (i) the Borrower shall form or acquire cause each Subsidiary that is not a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant party to the Guaranty Agreement. In connection with Agreement to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by whereby such SubsidiarySubsidiary will guarantee the Indebtedness, (Bii) pledge pledge, or cause the applicable Subsidiary or Subsidiaries to pledge, all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original any stock certificates, if any, 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 (Ciii) 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 in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, 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 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic SubsidiaryThe Parent, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then OP LLC and the Borrower shall promptly cause such 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 shallshall (A) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement thereto, or shall cause the relevant Subsidiary, if as applicable, to, (A) execute and deliver a supplement cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to the Guaranty Agreement executed by such Subsidiary, (B) 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, if any, 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 (CA) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Material Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiaryhas total assets in excess of $1,000,000, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shallpromptly, or shall cause such Domestic Material Subsidiary toto promptly, pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 connection therewithclauses (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 Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent (i) at least 80% of the total value PV10 of the Oil Borrowing Base Properties of the Borrower and Gas Properties the Guarantors evaluated in by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production, and (ii) at least 50%, measured by net acres owned, of the Unproven Acreage acquired by the Borrower or any Guarantor on or after April 1, 2014 and owned by the Borrower and the Guarantors at such time. In the event that the Mortgaged Properties do not represent at least 80% of such total valuesatisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, within thirty (30) days of after delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent Agent, as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Obligations, Security Instruments covering additional Borrowing Base Properties may exist and have whatever priority such Liens have at such time under applicable law) on additional Oil and Gas Properties and/or Unproven Acreage 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 valuerequirements. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Domestic Subsidiary to guarantee the Obligations pursuant to the Guaranty and Pledge Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the relevant Subsidiary, if applicable, formation or acquisition (or other similar event) of such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement and Pledge Agreement, executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In Notwithstanding any provision in any of the Loan Documents to the contrary, in no event that 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 Domestic Restricted Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) included in the case of a Domestic Subsidiary becoming Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the direct owner, Borrower’s and Restricted Subsidiaries’ 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) the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing not, and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary not permit any of its Restricted Subsidiaries to, pledge sixty six and two-thirds percent permit to exist any Lien on any Building or Manufactured (66-2/3%Mobile) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithHome except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(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 evaluated in such the most recently completed Reserve ReportReport 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 valueRecognized 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 8.11(c8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of CREDIT AGREEMENT - Page 82 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 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 Restricted 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 8.13(b8.14(b). (bd) If In the event that (i) the Required Lenders waive the provisions of Section 9.15 to permit the Borrower shall form or acquire a Material any Domestic Subsidiary or otherwise determines that any Restricted to become the owner of a Foreign Subsidiary is a Material Domestic Subsidiary(such waiver to be granted in the sole discretion of the Required Lenders), and (ii) the Borrower elects to have a Domestic such Foreign Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money has total assets in excess of $500,0001,000,000, then the Borrower shall promptly promptly, or shall cause 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 the relevant Subsidiary, if applicable, such Domestic Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8065% of the total value of the Oil Proved Developed Producing Reserves and Gas Properties Proved Developed Nonproducing Reserves evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Guarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, 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) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiaryits designee, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests of such Foreign Subsidiary (including, including without limitation, the execution and delivery of original stock certificates evidencing such Equity Interests a pledge and security agreement in substantially the form of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) Pledge and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions Security Agreement attached as shall reasonably be requested by the Administrative Agent in connection therewithExhibit C-3 hereto.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Reserve Value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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 valueTotal Reserve 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 8.11(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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 valueTotal Reserve Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements 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 8.13(b). (b) If (i) In the event that the Borrower shall form forms or acquire a Material Domestic Subsidiary or otherwise determines that acquires any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its 57 Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such Subsidiary each 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 the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that If any Event of Default shall occur and be continuing, then the Borrower or any Domestic Subsidiary becomes shall, and shall cause each of its Subsidiaries to, within 10 Business Days, grant to the direct owner 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 Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in Lien of the case of a Domestic Subsidiary becoming the direct ownerSecurity Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the Oil and Gas Properties of the Borrower shall cause and its Subsidiaries. All such Domestic Subsidiary 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 promptly the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (d) Any Person that must guarantee the Obligations 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 by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary Person to, pledge sixty six promptly, but in any event no later than 30 days after the date required thereby, (A) execute and two-thirds percent (66-2/3%) of all deliver a supplement to the Equity Interests of Guaranty Agreement executed by such Foreign Subsidiary (includingPerson, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiB) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 connection therewithrespect of the Subordinated Note, such Person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase following the Effective Date, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085 95% of the total value PV-9 of the Oil Proved Reserves of the Borrower and Gas Properties the Guarantors evaluated in by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valuesatisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.20(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 8.11(c8.12(d), to the Administrative Agent Agent, as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law) on Obligations, 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 valuerequirements. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the relevant Subsidiary, if applicable, formation or acquisition (or other similar event) of such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement and Collateral Agreement, executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (Civ) 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 in connection therewithreasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby. (c) In Notwithstanding any provision in any of the Loan Documents to the contrary, in no event that 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 Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) other Credit Party required to be included in the case of a Domestic Subsidiary becoming Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the direct owner, 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 cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing not, and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary not permit any Restricted Subsidiaries to, pledge sixty six and two-thirds percent permit to exist any Lien on any Building or Manufactured (66-2/3%Mobile) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithHome except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Proved Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and Parent Guarantor shall cause its Restricted Subsidiaries to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) In the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines event that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower or Parent Guarantor shall promptly cause 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 the relevant Subsidiary, if applicable, such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In The Parent Guarantor will, at all times, cause the event that 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 Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then subsidiary without (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant giving 60 days advance written notice to the Guaranty Agreement by executing Administrative Agent of such proposed creation or acquisition, and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shallentering into any agreements, instruments, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by documentation that the Administrative Agent Agent, in connection therewithits 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 shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in contemplated by Section 8.11(c)(vi8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value (by NPV) of the Oil and Gas Properties evaluated in such the most recently completed Reserve Report, with such 80% first being satisfied from Proved Developed Producing, next from Proved Developed Nonproducing Reserves and thereafter from Proved Undeveloped Reserves. In the event that the Mortgaged Properties do not represent at least satisfy such 80% of such total value(by NPV), then the Borrower shall, and shall cause its Restricted Subsidiaries each Subsidiary to, grant, within thirty forty-five (3045) days of delivery of the certificate required under Section 8.11(c8.12(b), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Borrowing Base Properties will represent at least satisfy such 80% of such total value(by NPV). 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. 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 8.13(b). (b) If (i) In the event that the Borrower shall form or acquire a Material Domestic any of its Subsidiary forms or otherwise determines that acquires any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic or such Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such new Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or such Subsidiary shall, or shall cause the relevant Subsidiary, if applicable, such new Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such new Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated appropriateundated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8075% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, 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 8.11(c)such review, to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties containing proved oil and gas reserves not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8075% of such total value. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material any Domestic Subsidiary or otherwise determines that any is a Restricted Subsidiary is becomes the owner of a Material Domestic Restricted Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Domestic Subsidiary to, promptly, but in any event no later than 30 days after the date of becoming an owner thereof (A) execute and deliver a supplement to or such longer period as the Guaranty Agreement executed by such SubsidiaryAdministrative Agent may agree in its discretion), (Bi) pledge all 100% of the Equity Interests of such new Restricted Subsidiary if it is a Domestic Subsidiary and (includingii) pledge 65% of the Equity Interests of such Restricted Subsidiary if it is a Foreign Subsidiary, without limitation, delivery of (iii) deliver original stock certificates, if any, evidencing the such Equity Interests of such Subsidiaryso pledged, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Civ) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the The Borrower shall cause such Domestic Subsidiary the following Persons to promptly guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, : (i) each Material Domestic Restricted Subsidiary; (ii) any Person required to guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.05(b); (iii) any Person that guarantees the Senior Notes or any Permitted Additional Debt; and (iv) one or more additional Domestic Subsidiaries that are Restricted Subsidiaries to the extent necessary to cause the total assets of the Domestic Subsidiaries that are Restricted Subsidiaries but are not Guarantors to be less than 20% of the combined assets of the Borrower and its Restricted Subsidiaries and the combined EBITDAX of such Domestic Subsidiaries to be less than 20% of the combined EBITDAX of the Borrower and its Restricted Subsidiaries. (d) In connection with any guaranty required by Section 8.13(c), the Borrower shall, or shall cause such Domestic Subsidiary toor other Person to promptly, pledge sixty six and two-thirds percent but in any event no later than 30 days (66-2/3%or such longer period as the Administrative Agent may agree in its discretion) of all after the Equity Interests of event requiring such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary toguaranty, 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 connection therewithrespect 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 BaseTotal Reserve Value, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Reserve Value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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 valueTotal Reserve 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 8.11(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that (i) Liens which are permitted by under the terms of Section 9.03 to attach to the Mortgaged Properties Senior Revolving Credit Documents may exist and have whatever priority (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 Liens have at such time under applicable lawdefinition) 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 valueTotal Reserve Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements 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 8.13(b). (b) If In the event that (i) the Borrower shall form forms or acquire a Material Domestic Subsidiary or otherwise determines that acquires any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In The Borrower agrees that it will not, and will not permit any Subsidiary to, xxxxx x Xxxx on any Property to secure the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then Senior Revolving Credit Notes without first (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant giving fifteen (15) days’ prior written notice to the Guaranty Agreement by executing Administrative Agent thereof and delivering a supplement to the Guaranty Agreement, (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 such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered prepared in connection therewith with such redetermination pursuant to Section 8.11 and the list of current Mortgaged Oil and Gas Properties (subject to a Mortgage as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total date of such Reserve Report. If the aggregate value of the Oil and Gas Properties evaluated in such Reserve Report. In subject to a Mortgage is less than the event that the Mortgaged Properties do not represent at least 80% of such total valueRequired Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, grant within thirty (30) 30 days of the delivery of the certificate required under referred to in Section 8.11(c), ) to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien of Mortgage to equal or exceed the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRequired Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Material Subsidiary formed or acquired after the Effective Date to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause the relevant Subsidiary, if applicable, to, such Material Subsidiary to (A) execute and deliver a supplement Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement executed by such Subsidiaryand becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests of in such new Domestic Material Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates, certificates (if any, ) evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Material Subsidiary that is not a corporation) 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 in connection therewith). (c) In the event that the Borrower or any Domestic Material Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as partner or member in a Material Domestic Subsidiary if it were Designated Partnership or acquires additional interests in a Domestic SubsidiaryDesignated Partnership, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Material Subsidiary to, pledge sixty six and twogrant a first-thirds percent (66-2/3%) of priority security interest in all the Equity Interests of owned by such Foreign Subsidiary Person in such Designated Partnership. (includingd) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property. (e) In the event that any Loan Party makes any loans to any Designated Partnership, such Loan Party shall collaterally assign such Loan Party’s interests in such loans to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement. (f) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional closing Security Instruments, documents, certificates and certificates, legal opinions opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as shall may be reasonably be requested by the Administrative Agent in connection therewithand as 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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such 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 the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic 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 power powers for each certificate duly executed in blank by the registered owner thereof) and (CB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (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 direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiaryhas total assets in excess of $1,000,000, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly promptly, guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(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 evaluated in such the most recently completed Reserve ReportReport 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 valueRecognized 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 8.11(c8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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, 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 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 8.13(b8.14(b). (bd) If In the event that (i) the Required Lenders waive the provisions of Section 9.15 to permit the Borrower shall form or acquire a Material any Domestic Subsidiary or otherwise determines that any Restricted to become the owner of a Foreign Subsidiary is a Material Domestic Subsidiary(such waiver to be granted in the sole discretion of the Required Lenders), and (ii) the Borrower elects to have a Domestic such Foreign Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money has total assets in excess of $500,0001,000,000, then the Borrower shall promptly promptly, or shall cause 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 the relevant Subsidiary, if applicable, such Domestic Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b). (b) If (i) the The Borrower shall form or acquire a Material cause each Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause 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 Domestic Subsidiary to, promptly, but in any event no later than 30 days after the relevant formation or acquisition (or other similar event) of such Domestic Subsidiary, if applicable, to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, 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 (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) 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 sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 connection therewithrespect 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 the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower Company shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi4.13(b)) to ascertain whether the Mortgaged Properties represent include (i) (A) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 8095% of the total present value (using a 10% discount rate and as such value is set forth in such Reserve Report) of the all Proved Developed Producing Reserves evaluated in such Reserve Report and (B) Oil and Gas Properties constituting Proved Reserves representing at least 95% of the total present value (using a 10% discount rate and as such value is set forth in such Reserve Report) of all Proved Reserves evaluated in such Reserve Report, (ii) subject to Section 4.15(f)(i), substantially all of the Note Parties’ Oil and Gas Properties not constituting Proved Reserves to the extent mortgages on such Oil and Gas Properties are required or otherwise provided under the First Lien Credit Agreement or the Credit Facility and (iii) substantially all midstream assets and any infrastructure or related Oil and Gas Property (subject to Section 4.15(f)(ii) below, the “Mortgage Coverage Requirement”). In the event that If the Mortgaged Properties do not represent at least 80% of such total valueinclude the requisite Properties as set forth in the foregoing clauses (i), (ii) and (iii),Mortgage Coverage Requirement, then the Borrower Company shall, and shall cause its Restricted Subsidiaries to, grantgrant (from its available unencumbered Property), within thirty (30) days of delivery of the certificate required under Section 8.11(c4.13(b), to the Administrative Collateral Agent as security for the Obligations Secured Obligations, a firstsecond-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties and midstream 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% include such requisite Properties as set forth in such clauses (i), (ii) and (iii) of the immediately preceding sentencesatisfy the Mortgage Coverage Requirement; provided that, in the event that the First Lien Agent grants an extension to the Company’s obligation to grant Liens on Mortgaged Properties required by any substantively equivalent section of the First Lien Credit Agreement as in effect on the First Supplemental Indenture Date to this Section 4.15(a) or, if the First Lien Credit Agreement ceases to exist, by any substantively equivalent section of the Credit Facility, then the Company’s obligations under this Section 4.13(a) shall be automatically extended for the length of such total valueextension (but, in any case, to a date no later than thirty (30) days after the original required date of delivery), without the need for further written modification to this Indenture. 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 InstrumentsDocuments, all in form and substance reasonably satisfactory necessary to properly grant and perfect the Administrative Agent Collateral Agent’s liens 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 8.13(b4.15(b). (b) If (i) In the Borrower shall form event that a Note Party forms or acquire a Material Domestic Subsidiary or otherwise determines that acquires any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic if such Subsidiary guarantee the Obligations guarantees or (iii) a Domestic Subsidiary incurs or guarantees is primarily liable for any other Debt for borrowed money in excess of $500,000a Note Party, then the Borrower Company shall promptly (and, in any event, within thirty (30) days after such date) cause such Subsidiary to guarantee the Secured Obligations pursuant by executing a supplemental indenture substantially in the form of Annex A hereto and grant to the Guaranty AgreementCollateral Agent a security interest in substantially all of its personal property. In connection with any such guaranty, the Borrower Company shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement Indenture substantially in the form of Annex A hereto executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (includingincluding delivery (if applicable) to the First Lien Agent to hold as bailee for the Collateral Agent or, without limitationif the First Lien Credit Agreement and Credit Facility cease to exist, delivery the Collateral Agent of original stock certificates, if any, 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) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions, in each case, equivalent to what the Company provides to the First Lien Agent pursuant to the First Lien Credit Agreement as in effect on the First Supplemental Indenture Date, or, if the First Lien Credit Agreement ceases to exist, by any substantively equivalent section of the Credit Facility; provided that, in the event that the First Lien Agent grants an extension to the Company’s obligations required by any substantively equivalent section of the First Lien Credit Agreement as in effect on the First Supplemental Indenture Date to this Section 4.15(b) or, if the First Lien Credit Agreement ceases to exist, by any substantively equivalent section of the Credit Facility, then the Company’s obligations under this Section 4.13(b) shall be automatically extended for the length of such extension (but, in any case, to a date no later than thirty (30) days after the original required date of delivery), without the need for further written modification to this Indenture. (c) If the Company or any Subsidiary intends to grant any Lien on any Property to secure any Permitted Junior Lien Debt, then the Company will provide at least fifteen (15) days’ prior written notice thereof to the Trustee and the Collateral Agent (or such shorter time as the Trustee and Collateral Agent may agree in their sole discretion), and the Company will, and will cause its Subsidiaries to, first grant to the Collateral Agent to secure the Secured Obligations a prior Lien, on the same Property pursuant to Security Documents in form and substance necessary to properly grant and perfect the Collateral Agent’s lien to the extent a prior Lien has not already been granted to the Collateral Agent on such Property. Notwithstanding anything to the contrary herein or in any Note Document, if any Security Documents are required under this Section 4.15 to be delivered to the Collateral Agent and the Company is also required to provide analogous security documents, certificates or legal opinions to the First Lien Agent or grant or perfect a Lien on the same Property under any First Lien Credit Document that is the subject of such Security Document, then the Company shall, or shall cause its Subsidiaries to, execute and deliver to the Collateral Agent analogous security documents, certificates or legal opinion relating to the matters described above, which opinions shall be substantially in the form of that which is provided to the First Lien Agent. The Company will cause any Subsidiary and any other Person guaranteeing any Existing Notes, any Permitted Junior Lien Debt or any Permitted Refinancing Debt to contemporaneously guarantee the Secured Obligations pursuant to the Subsidiary Guarantee. (d) If the Note Parties consummate any Material Acquisition of Oil and Gas Properties or any other acquisition pursuant to Section 4.30(i), the Note Parties shall grant liens on such Oil and Gas Properties in accordance with Section 4.19. (e) With respect to any real property that will be subject to such additional Security Documents pursuant to this Section 4.15, the Company shall, and shall cause each other Note Party to, in connection with but reasonably prior to its delivery of any such additional Security Documents that would encumber any Building or Manufactured (Mobile) Home, provide (i) a life of loan flood hazard determination with respect to any such Building or Manufactured (Mobile) Home and (ii) if such real property is located in a Special Flood Hazard Area, evidence of flood insurance in such amounts as are required under the First Lien Credit Agreement or the Credit Facility (or, if neither exist, as are reasonably acceptable to the Majority Holders). (f) Notwithstanding the foregoing provisions of Section 4.15 and Section 4.19, (i) during the period commencing on the Issue Date and ending on the date that is ninety (90) days following the Issue Date (or such later date as the Majority Holders may agree in their sole discretion) (such period, the “Post-Closing Mortgage Period”), the Mortgaged Properties shall reasonably only be requested required to include (A) (1) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the Initial Reserve Report) of all Proved Developed Producing Reserves evaluated in the Initial Reserve Report and (2) Oil and Gas Properties constituting Proved Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the Initial Reserve Report) of all Proved Reserves evaluated in the Initial Reserve Report, (B) substantially all of the Note Parties’ Oil and Gas Properties not constituting Proved Reserves to the extent that such Oil and Gas Properties are located in counties in which filings have been made, or are required to be made, to satisfy clause (A) herein, and (C) substantially all midstream assets and any infrastructure or related Oil and Gas Property; provided that on or prior to the expiration of the Post-Closing Mortgage Period, the Company shall, and shall cause its Subsidiaries to, deliver supplemental mortgages (including mortgages covering leasehold interests in wellbores owned by the Administrative Note Parties as of the Issue Date that were not previously mortgaged on the Issue Date) so that the Mortgaged Property includes (x) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 95% of the total present value (using a 10% discount rate and as such value is set forth in the most recently delivered Reserve Report) of all Proved Developed Producing Reserves evaluated in such Reserve Report and (y) Oil and Gas Properties constituting Proved Reserves representing at least 95% of the total present value (using a 10% discount rate and as such value is set forth in the most recently delivered Reserve Report) of all Proved Reserves evaluated in such Reserve Report; and (i) [reserved]; and (ii) during such periods in which the Company maintains a Total Debt to EBITDAX ratio of less than 3.00 to 1.00, measured as of the last day of the four fiscal quarter period most recently ended for which financial statements are available, the Mortgaged Properties shall only be required to include (1) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the applicable Reserve Report) of all Proved Developed Producing Reserves evaluated in the applicable Reserve Report, (2) Oil and Gas Properties constituting Proved Reserves representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the applicable Reserve Report) of all Proved Reserves evaluated in the applicable Reserve Report, (3) substantially all of the Note Parties’ Oil and Gas Properties not constituting Proved Reserves to the extent mortgages on such Oil and Gas Properties are required or otherwise provided under the First Lien Credit Agreement or the Credit Facility and (4) substantially all midstream assets and any infrastructure or related Oil and Gas Property. (g) Notwithstanding anything contained in this Indenture or any Security Document to the contrary, in the event that the First Lien Agent grants an extension to the Company’s obligation to deliver any Collateral or perfect any Collateral under the First Lien Credit Agreement as in connection therewitheffect on the First Supplemental Indenture Date or, if the First Lien Credit Agreement ceases to exist, by any substantively equivalent section of the Credit Facility, then the Company’s obligation to deliver such Collateral or take such perfection steps shall be automatically extended for the length of such extension (but, in any case, to a date no later than thirtysixt y (360) days after the original required date of delivery), without the need for further written modification to this Indenture or any Security Document.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such Subsidiary each 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 the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or If any Domestic Subsidiary becomes the direct owner Event of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic SubsidiaryDefault shall occur and be continuing, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or and shall cause such Domestic Subsidiary each of its Subsidiaries to, pledge sixty six and twowithin 10 Business Days, grant to the Administrative Agent as security for the Indebtedness a first-thirds percent priority Lien (66-2/3%provided Excepted Liens of the type described in clauses (a) of all the Equity Interests of such Foreign Subsidiary to (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereofd) and (iiif) 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 shalland 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 shall cause such Domestic Subsidiary toother Security Instruments, execute all in form and deliver such other additional closing documents, certificates and legal opinions as shall substance reasonably be requested by satisfactory to the Administrative Agent and in connection therewithsufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination With respect to any right, title or interest of it or any of its Restricted Subsidiaries in (x) Equity Interests, Real Property, Pipelines or other Property of a type subject to the Security Documents and acquired (including by division) after the Effective Date (other than from Organic Growth) or (y) any Property of a type subject to the Security Documents and arising from Organic Growth, in the case of (x) or (y) other than Covered Property or Excluded Property, it will, in the case of (x), no later than the date that is 30 calendar days after such acquisition is consummated, subject to extension in the sole discretion of the Borrowing BaseAdministrative Agent, or in the case of (y), prior to or concurrently with the next delivery of financial statements under Section 5.01(a) or (b), subject to the extension in the sole discretion of the Administrative Agent, grant or cause to be granted to the Administrative Agent for the benefit of the Secured Parties a First Priority Lien of record (and, subject to the requirements of Section 5.10(e), a Mortgage, in the case of Real Property) on all such Equity Interests, Real Property, Pipelines and other Property (with no other Liens other than Permitted Encumbrances), upon terms substantially the same as those set forth in the Security Documents for Property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such Property been owned thereby on the Effective Date, complete such other actions as may be reasonably requested by the Administrative Agent pursuant to Section 5.11, provide such legal opinions as may be reasonably requested by the Administrative Agent, pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith, with respect to any such Real Property, comply with all applicable Governmental Real Property Disclosure Requirements, and with respect to any Real Property other than Excluded Property on which any “Building” or “Manufactured (Mobile) Home” (each, as defined in the applicable Flood Insurance Regulations and to the extent not constituting Excluded Property) is located, provide a Federal Emergency Management Agency “Standard Flood Hazard Determination”; provided however, that, without limiting the right of the Administrative Agent to request legal opinions as described above, in the case of any New Pipeline, the Borrower shall review the Reserve Report delivered in connection therewith and the list Restricted Subsidiaries shall be deemed to have caused a Lien of current Mortgaged Properties (record to have been so granted, and such actions so taken, and any requirement herein otherwise with respect to the creation or perfection of a Lien thereon shall be deemed duly satisfied, in each case so long as described a duly completed UCC financing statement indicating such New Pipeline as collateral and specifying the debtor as a “transmitting utility” has been duly filed in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% central filing office of the total value state in which such New Pipeline is located and other jurisdictions as may be reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent (but without the filing or recording of a Mortgage in any real property record with respect to such New Pipeline being required). (b) It will cause each Restricted Subsidiary that is created or acquired (including by division) subsequent to the Effective Date to become a party to each applicable Loan Document, including the Guarantee and Collateral Agreement, and to promptly, subject to extension in the sole discretion of the Oil Administrative Agent, execute and Gas Properties evaluated deliver to the Administrative Agent all such documents, agreements and instruments necessary to accomplish such obligation, including legal opinions (if reasonably requested by the Administrative Agent) relating to such Restricted Subsidiary, which opinions shall be in such Reserve Report. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shallform and substance, and shall from counsel, reasonably satisfactory to the Administrative Agent. It will, or will cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time 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. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic newly created or acquired Restricted Subsidiary (including, without limitation, including delivery of original stock certificates, if any, certificates or other certificates evidencing the Equity Interests of such Restricted Subsidiary, if any, 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 to the Administrative Agent. The Borrower shall reasonably cause 100% of the Equity Interests owned directly or indirectly by the Borrower in all Restricted Subsidiaries to be requested by pledged to the Administrative Agent in connection therewithat all times pursuant to the Guarantee and Collateral Agreement or a substantially similar agreement reasonably satisfactory to the Administrative Agent. (c) In With respect to each Unrestricted Subsidiary and Joint Venture, it will pledge or cause each Restricted Subsidiary that owns any Equity Interests in any Unrestricted Subsidiary or Joint Venture to pledge all of the Equity Interests that are in a domestic Unrestricted Subsidiary and/or a domestic Joint Venture owned (of record) by it, and 65% of the voting Equity Interests that are in a foreign Unrestricted Subsidiary and/or a foreign Joint Venture owned (of record) by it; provided that a pledge of such Equity Interests shall not be required if (i) such Equity Interests are otherwise required to be pledged in order to secure the Non-Recourse Obligations of such Unrestricted Subsidiary or Joint Venture, or (ii) with respect to Joint Ventures, (x) the Organizational Documents of such Joint Venture prohibit such pledge or (y) such Equity Interests are otherwise required to be pledged to secure obligations to the other holders of Equity Interests in such Joint Venture; provided that in the event such Equity Interests are required to be so pledged, the direct parent of the Restricted Subsidiary that owns such pledged Equity Interests shall have pledged (pursuant to the Guarantee and Collateral Agreement) 100% of the Equity Interests of such Restricted Subsidiary. (d) Notwithstanding anything in this Section 5.10 or this Agreement or the other Loan Documents to the contrary, after the Investment Grade Date, the Borrower shall no longer be required to comply with clauses (a) through (c) of this Section 5.10 with respect to any Person or property that is not subject to the Security Documents prior to the Investment Grade Date. (e) Notwithstanding anything to the contrary, to the extent that the Borrower or any Domestic Restricted Subsidiary becomes is required to grant a Mortgage on or after the direct owner Effective Date on any Real Property (other than Excluded Property) on which any “Building” or “Manufactured (Mobile) Home” (each, as defined in the applicable Flood Insurance Regulations and to the extent not constituting Excluded Property) is located (the “Additional Improved Real Property”), prior to the execution and delivery of a Foreign Subsidiary such Mortgage with respect to such Additional Improved Real Property, the Administrative Agent shall provide to the Lenders (which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then may be delivered electronically) (i) in the case a standard life of a Domestic Subsidiary becoming the direct ownerloan flood hazard determination form for such Additional Improved Real Property, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) if such Additional Improved Real Property is in a special flood hazard area, (A) a notice acknowledged by the Borrower shallor applicable Restricted Subsidiary of that fact and (if applicable) that flood insurance coverage is not available and (B) if flood insurance is available in the community in which such Additional Improved Real Property is located, or shall cause a policy of flood insurance in compliance with Flood Insurance Regulations. To the extent that any such Domestic Subsidiary toAdditional Improved Real Property is subject to the provisions of the Flood Insurance Regulations, pledge sixty six and two-thirds percent upon the earlier of (66-2/3%i) of all twenty (20) Business Days from the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank date the information required by the registered owner thereof) immediately preceding sentence is provided to the Lenders and (iiiii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested receipt by the Administrative Agent of a notice from each Lender (which may be delivered electronically) that such Lender has completed all necessary flood insurance diligence with respect to such Additional Improved Real Property, the Administrative Agent may permit the execution and delivery of the applicable Mortgage in connection therewithfavor of the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, Subsidiary or (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause 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 the relevant Subsidiary, if applicable, such Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiaryhas total assets in excess of $2,000,000, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly promptly, guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase during a Borrowing Base Period, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in such the most recently delivered Reserve ReportReport after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that that, during a Borrowing Base Period, the Mortgaged Properties do not represent at least 8085% of such total valuevalue as determined by the Administrative Agent, then the Borrower shall, and or shall cause its Restricted Subsidiaries one or more of the other Credit Parties to, grant, within thirty (30) days of after delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law) on Obligations, 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. 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. In order to comply with If any Subsidiary of the foregoing, if any Restricted Subsidiary 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 8.13(b8.14(c). (b) If Within sixty (i60) days after the Borrower shall form commencement of a Borrowing Base Period (or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) such later date as the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money Administrative Agent may agree in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guarantyits reasonable discretion), the Borrower shall, or and shall promptly cause the relevant Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new each Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with that is not 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 in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Unrestricted Subsidiary to, execute and deliver Security Instruments granting a Lien on, and security interest in, (i) the Collateral described in the Security Instruments (or any replacement Security Instrument with respect to the Collateral described in such Security Instruments that is entered into after the termination of an Investment Grade Period) as in effect immediately prior to the commencement of the most recently ended Investment Grade Period (which shall include (x) the execution and delivery of Control Agreements with respect to any Deposit Accounts, Securities Accounts or Commodity Accounts, in each case, other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.than Excluded Accounts and

Additional Collateral; Additional Guarantors. (aaa) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80have a PV9% value of not less than the Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the total calculations used to determine such PV9% value of the Oil and Gas Mortgaged Properties evaluated in such Reserve Reportcertified by a Responsible Officer of the Borrower. In the event that the Mortgaged Properties do not represent have a PV9% value of at least 80% of such total valuethe Minimum Collateral Value, then the Borrower shall, and shall cause its each Restricted Subsidiaries Subsidiary to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (a) to (e), (g) and (h) of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawdefinition thereof) on additional Oil and Gas Properties (other than those not already subject to a Lien of included in the Security Instruments most recently delivered Reserve Report) such that after giving effect thereto, the Mortgaged Properties will represent at least 80have a PV9% value, based upon such projections and assumptions, of not less than the Minimum Collateral Value; provided, if no Permitted Senior Debt shall have been issued and be outstanding pursuant to Section 9.02(j), if such total valuefirst-priority Lien interests on additional Oil and Gas Properties shall not have been granted within the time period allowed therefor, the Borrowing Base shall be automatically reduced to an amount equal to the PV9% value of the Mortgaged 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 statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.09(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8075% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, 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 8.11(c)such review, to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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; provided, however, that the Borrower shall not be obligated to cause the 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, 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material any Domestic Subsidiary or otherwise determines that any is a Restricted Subsidiary is becomes the owner of a Material Domestic Restricted Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Domestic Subsidiary to, promptly, but in any event no later than 30 days after the date of becoming an owner thereof (A) execute and deliver a supplement to or such longer period as the Guaranty Agreement executed by such SubsidiaryAdministrative Agent may agree in its discretion), (Bi) pledge all 100% of the Equity Interests of such new Restricted Subsidiary if it is a Domestic Subsidiary and (includingii) pledge 65% of the Equity Interests of such Restricted Subsidiary if it is a Foreign Subsidiary, without limitation, delivery of (iii) deliver original stock certificates, if any, evidencing the such Equity Interests of such Subsidiaryso pledged, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Civ) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent; 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) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the The Borrower shall cause such Domestic Subsidiary the following Persons to promptly guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing 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 delivering 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 supplement 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), (ii) the Borrower shall, or shall cause such Domestic Subsidiary toor other Person to promptly, pledge sixty six and two-thirds percent but in any event no later than 30 days (66-2/3%or such longer period as the Administrative Agent may agree in its discretion) of all after the Equity Interests of event requiring such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary toguaranty, 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 connection therewithrespect 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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)5.12) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate Transmittal required under Section 8.11(c5.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Liens which are permitted by Permitted Encumbrances of the terms type described in clauses (i) to (iv) and (vi) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 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 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 8.13(b5.14(b). (b) If (i) any Subsidiary is acquired or formed after the Closing Date, the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that will promptly notify the Administrative Agent thereof and within ten (10) Business Days after any Restricted such Subsidiary is a Material Domestic Subsidiaryacquired or formed, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly will cause such Subsidiary to guarantee the Obligations pursuant become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, to, (A) execute and deliver Administrative Agent a supplement to the Guaranty and Collateral Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) form and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall substance reasonably be requested by satisfactory to the Administrative Agent in connection therewithaccompanied 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 Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, has total assets in excess of $500,000 then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shallpromptly, or shall cause such Domestic Subsidiary toto promptly, pledge sixty six and two-thirds percent (66-2/3%) of all guarantee the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.Indebtedness pursuant to the

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(iii)) to ascertain whether the Mortgaged Properties represent at least 8075% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause each of its Restricted Material Subsidiaries (other than an Excluded Foreign Subsidiary) to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject only to Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) of Section 9.03 to attach the definition thereof, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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 8075% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements 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 Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is (a) a Restricted Subsidiary that is not an Excluded Foreign Subsidiary and (b) not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If (i) In the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines event that any Restricted Subsidiary is becomes a Material Domestic SubsidiarySubsidiary after the Closing Date, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant such Restricted Subsidiary (other than any Excluded Foreign Subsidiary, if applicable, ) to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Restricted Subsidiary, (B) pledge execute and deliver a Pledge — Borrower, pledging all of the Equity Interests of such new Domestic Restricted Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent Agent. In addition, in connection therewith. (c) In the event that the Borrower or any Domestic Excluded Foreign Subsidiary that is a First Tier Foreign Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary after the Closing Date, Borrower shall deliver a Pledge — Borrower, pledging 65% of such Excluded Foreign Subsidiary’s outstanding voting Equity Interests and 100% of such Excluded Foreign Subsidiary’s outstanding non-voting Equity Interests to the extent such pledge will not result in adverse tax consequences to the Borrower. Notwithstanding the foregoing, if it were a Domestic any Subsidiary (other than any Excluded Foreign Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerguarantees any Debt, the Borrower shall promptly cause such Domestic Subsidiary to promptly guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver (x) a supplement to the Guaranty Agreement and (y) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Security Instruments shall remain in effect at all times unless otherwise released pursuant to the terms of this Agreement; provided, however, that on the Investment Grade Rating Date, if no Default or Event of Default has occurred and is continuing, then (i) Section 8.14(a) shall have no further force or effect and (ii) upon written request of the Borrower to the Administrative Agent, the Administrative Agent in connection therewithshall use reasonable efforts to promptly release all of the Mortgaged Properties from the Liens of the Security Instruments; provided, further, that if, after such release of any or all of the Mortgaged Properties under the Security Instruments, the Borrower ceases to have an Investment Grade Rating, then (1) Section 8.14(a) shall be automatically reinstated and (2) the Borrower will, and will cause each other applicable Subsidiary to, re-execute and re-deliver to the Administrative Agent any and all Security Instruments that are required to be delivered pursuant to the terms and provisions of this Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such 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 80less than 90% of such the total valuevalue of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent and the Collateral Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the certificate required under Section 8.11(c)Reserve Report Certificate, to the Administrative Collateral Agent or its designee as security for the Secured Obligations a first-priority Lien Index interest (provided that subject to Liens which are permitted by the terms of Section 9.03 to which may attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawProperty) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 80is equal to or greater than 90% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such total valueReserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to become a Guarantor and guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Restricted Subsidiaries to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if applicable, ) of any Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to, (Ai) cause such Material Subsidiary to execute and deliver a joinder and supplement to the Guaranty Agreement executed by such Subsidiaryand Collateral Agreement, (Bii) (A) pledge all of the Equity Interests issued by such Material Subsidiary and (B) cause such Material Subsidiary to pledge all of the Equity Interests directly owned by such new Domestic Material Subsidiary in its respective Subsidiaries (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); provided, that such pledge shall be limited to (x) 65% of the voting Equity Interests in any Excluded Subsidiary described in clauses (a) or (b) of the definition thereof and (Cy) 0% of the Equity Interests in any Excluded Subsidiary described in clauses (c) or (d) of the definition thereof, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Collateral Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% ninety-five percent (95%) of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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-five percent (95%) of such total 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 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations Secured Indebtedness a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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% ninety-five percent (95%) of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security InstrumentsDocuments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have any Wholly-Owned Subsidiary, other than a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary Foreign Subsidiary, incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, other than EV Energy Finance Corp., then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Secured Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties consisting of Oil and Gas Properties represent at least 8090% of the total value of the Oil and Gas Properties Proved Reserves evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawexist,) 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. All such Liens will be created and perfected by and in accordance In connection with each redetermination of the provisions Midstream Component, the Borrower shall review its Midstream Properties to determine if Midstream Properties that contributed at least 90% of deeds Midstream Adjusted EBITDA at the most recent Scheduled Midstream Component Recalculation are subject to a Lien of trustthe Security Instruments and, security agreements and financing statements or other to the extent that Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA at the most recent Scheduled Midstream Component Recalculation are not then subject a Lien of 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 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.733476286 14464587

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase during a Borrowing Base Period, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in such the most recently delivered Reserve ReportReport after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that that, during a Borrowing Base Period, the Mortgaged Properties do not represent at least 8085% of such total valuevalue as determined by the Administrative Agent, then the Borrower shall, and or shall cause its Restricted Subsidiaries one or more of the other Credit Parties to, grant, within thirty (30) days of after delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law) on Obligations, 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. 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. In order to comply with If any Subsidiary of the foregoing, if any Restricted Subsidiary 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 8.13(b8.14(c). (b) If Within sixty (i60) days after the Borrower shall form commencement of a Borrowing Base Period (or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) such later date as the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money Administrative Agent may agree in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guarantyits reasonable discretion), the Borrower shall, or and shall promptly cause the relevant Subsidiary, if applicable, each Domestic Subsidiary that is not an Unrestricted Subsidiary to, (A) execute and deliver Security Instruments granting a supplement Lien on, and security interest in, (i) the Collateral described in the Security Instruments (or any replacement Security Instrument with respect to the Guaranty Agreement executed by Collateral described in such SubsidiarySecurity Instruments that is entered into after the termination of an Investment Grade Period) as in effect immediately prior to the commencement of the most recently ended Investment Grade Period (which shall include (x) the execution and delivery of Control Agreements with respect to any Deposit Accounts, Securities Accounts or Commodity Accounts, in each case, other than Excluded Accounts and (By) a pledge all of the Equity Interests of such new each Domestic Subsidiary of the Borrower that is not an Unrestricted 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 such certificate duly executed in blank by the registered owner thereof) ), as applicable), subject to customary excluded collateral provisions substantially equivalent to those set forth in the Security Agreement as of the Effective Date and (Cii) execute its Oil and deliver Gas Properties such that the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. 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 substantially consistent with the Security Instruments in effect as of the Effective Date or otherwise reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In connection with any grant of Liens and security interests pursuant to this Section 8.14(b), the Borrower and Subsidiaries shall provide such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent Agent. If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in connection therewithorder to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(c). (c) In The Borrower shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to Guarantee the event Obligations pursuant to the Guarantee Agreement; provided that the Borrower for so long as Xxxxx does not own any Oil and Gas Properties or any Domestic Subsidiary becomes other material Property, Xxxxx shall not be required to Guarantee the direct owner Obligations pursuant to the Guarantee Agreement (it being understood that upon the acquisition by Xxxxx of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerany Oil and Gas Property or any other material Property, the Borrower shall cause such Domestic Subsidiary Xxxxx to promptly guarantee the Obligations pursuant to the Guaranty Guarantee Agreement by executing and delivering a supplement to otherwise comply with the Guaranty Agreementprovisions of this Section 8.14(c)). In connection with any such Guarantee, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent promptly, but in any event no later than thirty (66-2/3%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) a supplement to the Guarantee Agreement executed by such Subsidiary, (ii) at any time during a Borrowing Base Period, a supplement executed by such Subsidiary to the Security Agreement executed by the Credit Parties on the Effective Date, (iii) at any time during a Borrowing Base Period, a pledge all of the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such the Equity Interests of such Foreign Subsidiary, if any, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiiv) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination the delivery of the Borrowing Basea Reserve Report, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Proved Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty sixty (3060) days of following the delivery of the certificate required under Section 8.11(c)such Reserve Report, grant to the Administrative Agent as security for the Obligations a first-priority Indebtedness an Appropriate Priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 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 8.13(b). (b) If (i) Each Loan Party other than the Borrower shall form or acquire will, and will cause each of its Subsidiaries to unconditionally guaranty, on a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiaryjoint and several basis, (ii) the Borrower elects to have a Domestic Subsidiary guarantee prompt payment and performance of the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations 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, Appropriate Priority Lien or 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 the relevant each Subsidiary, if applicableto promptly, tobut in any event within 10 days after the creation or acquisition thereof (or other similar event), (A) execute and deliver an amendment or a supplement to the Guaranty Agreement executed as reasonably required by such Subsidiarythe Administrative Agent, (B) pledge all of the Equity Interests of such new Domestic each Subsidiary (including, without limitation, including delivery of original stock certificates, if any, 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) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the The Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall will and will cause such Domestic Subsidiary its Subsidiaries to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver to the Administrative Agent all such other additional closing documents, certificates documents and legal opinions as shall instruments reasonably be requested by the Administrative Agent in connection therewith.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 delivered in connection therewith and the list of current Mortgaged Oil and Gas Properties (as described in Section 8.11(c)(vi)) subject to Mortgages to ascertain whether the Mortgaged such Oil and Gas Properties represent at least 80% of the total value of the proved Oil and Gas Properties evaluated in such the most recent Reserve ReportReport and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Oil and Gas Properties subject to Mortgages do not represent at least 80% of such total value, then the Parent or the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien Index interest (provided that subject only to Liens which are permitted by the terms of pursuant to Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law6.02) 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 Oil and Gas Properties subject to Mortgages will represent at least 80% of such total value. 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 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 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 8.13(b5.13(b). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Administrative Agent, the Lenders and the Credit Parties acknowledge and agree that no “building” or “mobile home” (each as defined in Regulation H promulgated under the Flood Insurance Laws) shall secure the Secured Obligations or constitute Mortgaged Property or Collateral (and to the extent that any Lien created under any Security Document encumbers any “building” or “mobile home” (each as defined in Regulation H promulgated under the Flood Insurance Laws) to secure the Secured Obligations, the Administrative Agent is authorized to deliver a release with respect such “building” or “mobile home”). (b) If (i) The Parent and the Borrower shall form promptly cause each Restricted Subsidiary that either (x) is or acquire becomes a Material Domestic Subsidiary or otherwise determines that (y) has guaranteed the Unsecured Notes, any Restricted Subsidiary is a Permitted Second Lien Debt (if any) or other Material Domestic SubsidiaryIndebtedness, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000each case, then the Borrower shall promptly cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Agreementa Guaranty. In connection with any such guaranty, the Parent and the Borrower shall, or shall cause the relevant Subsidiary, if applicable, to, (Ai) such Restricted Subsidiary to execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryGuaranty, (Bii) the parent of such Restricted Subsidiary to pledge all of the Equity Interests capital stock of such new Domestic Restricted Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests capital stock of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties Proved Hydrocarbon Interests evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) 30 days of the delivery of the certificate required under Section 8.11(c) (or such longer period as the Administrative Agent may agree in its discretion), to the Administrative Agent as security for the Obligations Secured Indebtedness a first-priority Lien Index interest (provided that Permitted Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawexist) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report containing Proved Hydrocarbon Interests 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. 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. In order Notwithstanding anything to comply with the foregoingcontrary contained in this Agreement, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties to secure the Secured Indebtedness and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.13(c). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is becomes the owner of a Material Domestic Restricted Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Restricted Subsidiary to, promptly, but in any event no later than 30 days after the date of becoming an owner thereof (A) execute and deliver a supplement to or such longer period as the Guaranty Agreement executed by such SubsidiaryAdministrative Agent may agree in its discretion), (Bi) pledge all (x) 100% of the Equity Interests of such new Restricted Subsidiary if such Subsidiary is a Domestic Subsidiary or (y) 65% of the total combined voting power of all classes of Equity Interests and 100% of all non-voting Equity Interests of such new Restricted Subsidiary, if such new Restricted Subsidiary is a Foreign Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such new Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Cii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the The Borrower shall cause such Domestic Subsidiary the following Persons to promptly guarantee the Obligations Secured Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, : (i) each Material Restricted Subsidiary; (ii) any Person required to guarantee the Secured Indebtedness in order for the Borrower to be in compliance with Section 9.05(b); (iii) any Person that guarantees any Existing Debt or any Permitted Additional Debt; (iv) any Restricted Subsidiary that places a Lien as required by the last sentence of Section 8.13(a) on its Oil and Gas Properties to secure the Secured Indebtedness; and (v) one or more additional Restricted Subsidiaries to the extent necessary to cause (A) the total assets of the Restricted Subsidiaries that are not Guarantors to be less than 15% of the combined assets of the Borrower and its Restricted Subsidiaries and (B) the combined EBITDAX of such Restricted Subsidiaries to be less than 15% of the combined EBITDAX of the Borrower and its Restricted Subsidiaries. (d) In connection with any guaranty required by Section 8.13(c), the Borrower shall, or shall cause such Domestic Subsidiary toor other Person to promptly, pledge sixty six and two-thirds percent but in any event no later than 30 days (66-2/3%or such longer period as the Administrative Agent may agree in its discretion) of all after the Equity Interests of event requiring such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary toguaranty, 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 Secured 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 connection therewithrespect of the Existing Debt 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 Secured 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 shall not permit any Canadian Subsidiary to guarantee any Existing Debt or any Permitted Additional Debt.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase following the Effective Date, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value PV-9 of the Oil Proved Reserves of the Borrower and Gas Properties the Guarantors evaluated in by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valuesatisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.20(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 8.11(c8.12(d), to the Administrative Agent Agent, as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law) on Obligations, 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 valuerequirements. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such 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 to, promptly, but in any event no later than 15 Business Days after the relevant Subsidiary, if applicable, formation or acquisition (or other similar event) of such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement and Collateral Agreement, executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (Civ) 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 in connection therewithreasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby. (c) In Notwithstanding any provision in any of the Loan Documents to the contrary, in no event that 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 Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) other Credit Party required to be included in the case of a Domestic Subsidiary becoming Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the direct owner, 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 cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing not, and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary not permit any Restricted Subsidiaries to, pledge sixty six and two-thirds percent permit to exist any Lien on any Building or Manufactured (66-2/3%Mobile) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithHome except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such 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 the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic 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 power powers for each certificate duly executed in blank by the registered owner thereof) and (CB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (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 becomes to become the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic (such waiver to be granted in the sole discretion of the Majority Lenders), and (ii) such Foreign Subsidiary if it were a Domestic Subsidiaryhas total assets in excess of $1,000,000, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly promptly, guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such 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 80less than 85% of such the total valuevalue of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the certificate required under Section 8.11(c)Reserve Report Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien Index interest (provided that subject to Liens which are permitted by the terms of Section 9.03 to which may attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawProperty) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 80is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such total valueReserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to become a Guarantor and guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Restricted Subsidiaries to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if applicable, ) of any Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to, (Ai) cause such Material Subsidiary to execute and deliver a joinder and supplement to the Guaranty Agreement executed by such Subsidiaryand Collateral Agreement, (Bii) (A) pledge all of the Equity Interests issued by such Material Subsidiary and (B) cause such Material Subsidiary to pledge all of the Equity Interests directly owned by such new Domestic Material Subsidiary in its respective Subsidiaries (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); provided, that such pledge shall be limited to (x) 65% of the voting Equity Interests in any Excluded Subsidiary described in clauses (a) or (b) of the definition thereof and (Cy) 0% of the Equity Interests in any Excluded Subsidiary described in clauses (c) or (d) of the definition thereof (unless such Equity Interests are pledged to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof), and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerintends to grant any Lien on any Property to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof, the Borrower shall 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 Subsidiaries to, first (or contemporaneously therewith) grant to the Administrative Agent to secure the Secured Obligations a first-priority Lien on the same Property (unless the Administrative Agent declines such Domestic Subsidiary to promptly guarantee the Obligations Lien), pursuant to the Guaranty Agreement by executing Security Instruments in form and delivering a supplement substance satisfactory to the Guaranty AgreementAdministrative Agent, (ii) 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 such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Permitted Second Lien Notes or any Permitted Refinancing Debt to contemporaneously guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) the The Borrower shall form or acquire a Material cause each Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause 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 Domestic Subsidiary to, promptly, but in any event no later than 15 days after the relevant formation or acquisition (or other similar event) of such Domestic Subsidiary, if applicable, to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, 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, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary creates or becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shallpromptly, or shall cause such Domestic Subsidiary toto promptly, but in any event no later than 15 days after the date of becoming an owner thereof, (i) pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) 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 Domestic 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 in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in contemplated by Section 8.11(c)(vi8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value (by NPV) of the Oil and Gas Properties evaluated in such the most recently completed Reserve Report, with such 80% first being satisfied from Proved Developed Producing, next from Proved Developed Nonproducing Reserves and thereafter from Proved Undeveloped Reserves. In the event that the Mortgaged Properties do not represent at least satisfy such 80% of such total value(by NPV), then the Borrower shall, and shall cause its Restricted Subsidiaries each Subsidiary to, grant, within thirty forty‑five (3045) days of delivery of the certificate required under Section 8.11(c8.12(b), to the Administrative Agent as security for the Obligations Indebtedness a first-priority first‑priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Borrowing Base Properties will represent at least satisfy such 80% of such total value(by NPV). 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. 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 8.13(b). (b) If (i) In the event that the Borrower shall form or acquire a Material Domestic any of its Subsidiary forms or otherwise determines that acquires any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic or such Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such new Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or such Subsidiary shall, or shall cause the relevant Subsidiary, if applicable, such new Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such new Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered prepared in connection therewith with such redetermination pursuant to Section 8.11 and the list of current Mortgaged Oil and Gas Properties (subject to a Mortgage as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total date of such Reserve Report. If the aggregate value of the Oil and Gas Properties evaluated in such Reserve Report. In subject to a Mortgage is less than the event that the Mortgaged Properties do not represent at least 80% of such total valueRequired Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, grant within thirty (30) 30 days of the delivery of the certificate required under referred to in Section 8.11(c), ) to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien of Mortgage to equal or exceed the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRequired Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b)Agent. (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) cause such each Restricted Subsidiary (other than any Broker-Dealer Subsidiary) formed or acquired after the Effective Date to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause the relevant such Restricted Subsidiary (other than any Broker-Dealer Subsidiary, if applicable, to, ) to (A) execute and deliver a supplement Joinder Agreement pursuant to which such Restricted Subsidiary becomes a party to the Guaranty Agreement executed by such Subsidiaryand becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Restricted Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Restricted Subsidiary is not the Borrower, cause such Restricted Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests of in such new Domestic Restricted Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates, certificates (if any, ) evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Restricted Subsidiary that is not a corporation) 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 in connection therewith). (c) In the event that the Parent, the Borrower or any Domestic Restricted Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as partner or member in a Material Domestic Subsidiary if it were Designated Partnership or acquires additional interests in a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct ownerDesignated Partnership, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) Parent or the Borrower shall, or shall cause such Domestic Restricted Subsidiary to, pledge sixty six and twopromptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) grant a first-thirds percent (66-2/3%) of priority security interest in all the Equity Interests of owned by such Foreign Subsidiary Person in such Designated Partnership. (includingd) In the event that the Parent, without limitationthe 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 created under the Security Agreement) after the Effective Date, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) Parent or the Borrower shall, or shall cause such Domestic Subsidiary other Guarantor to, promptly (and, in any event, within 10 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 and Lien in such Property. (e) In the event that the Parent, the Borrower or any other Guarantor makes any loans to any Designated Partnership, the Parent or the Borrower shall, or shall cause such other Guarantor to, promptly (and, in any event, within 10 days) collaterally assign such Loan Party’s interests in such loans to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement. (f) In the event that the Parent, the Borrower or any other Guarantor withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), the Parent or the Borrower shall, or shall cause such other Guarantor to, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. (g) The Parent and the Borrower agrees that it will not, and will not permit any other Guarantor 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 (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. (h) The Parent and the Borrower will cause any Subsidiary guaranteeing Permitted Second Lien Debt or any Senior Notes that is not guaranteeing the Indebtedness to contemporaneously become a Guarantor hereunder by executing and delivering a Joinder Agreement. (i) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Restricted Subsidiary) shall promptly (and, in any event, within 10 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 closing Security Instruments, documents, certificates and certificates, legal opinions opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case, as shall may be reasonably be requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent. (j) In the event that the Parent or the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Parent, the Borrower or any other Restricted Subsidiary, the Parent or the Borrower, as the case may be, shall, and shall cause each such Restricted Subsidiary, to (i) make such loans in connection therewiththe form of the Intercompany Note and (ii) collaterally assign the Parent’s, 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 as provided in the Security Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, 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 8.11(c8.12(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 Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic SubsidiaryThe Parent, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then OP LLC and the Borrower shall promptly cause such 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 the relevant Subsidiary, if applicable, to, (A) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable, (B) 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, if any, 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, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In [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 the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (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 case of a Domestic Subsidiary becoming Mortgaged Property and shall be encumbered by the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing Security Instruments and delivering a supplement to the Guaranty Agreement, (ii) the Parent, OP LLC and the Borrower shallshall not, or and shall cause such Domestic Subsidiary not permit any of their respective Restricted Subsidiaries to, pledge sixty six and two-thirds percent permit to exist any Lien on any Building or Manufactured (66-2/3%Mobile) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithHome except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether either (i) the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries evaluated in the most recently completed Reserve Report or (ii) as of the date of such Reserve Reportredetermination, the Collateral Coverage Ratio is equal to or greater than 2.5 to 1.0, in each case after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that both (X) the Mortgaged Properties do not represent at least less than 80% of such the total valuevalue of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries evaluated in the most recently completed Reserve Report and (Y) the Collateral Coverage Ratio is less than 2.5 to 1.0, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty ninety (3090) days of the delivery of the certificate required under contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject to Liens which are permitted by the terms of Section 9.03 to which may attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawProperty) on additional Oil and Gas Properties of the Borrower and its Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, either (i) the Mortgaged Properties will represent at least are equal to or greater than 80% of the total value of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries evaluated in such total valueReserve Report or (ii) the Collateral Coverage Ratio is equal to or greater than 2.5 to 1.0. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, Subsidiary or (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,00010,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) (provided that neither Xxxxx nor any of its subsidiaries shall be required to guarantee or secure the Indebtedness prior to the termination and repayment of the Debt under the Xxxxx Revolver and the redemption or refinancing of the Xxxxx Senior Debt unless any such Person has 13911654.6 also guaranteed the Senior Notes) and in either case, such Restricted Subsidiary is not already a Guarantor, then the Borrower shall promptly cause 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 the relevant Subsidiary, if applicable, such Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Restricted Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Restricted Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8075% of the total discounted present value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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 discounted present value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, (i) grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.11(c)such review, to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that (i) Excepted Liens which are permitted by of the terms type described in clauses (a) through (d), (f) and (j) of Section 9.03 to attach to the Mortgaged Properties definition thereof may exist and have whatever priority (ii) Excepted Liens of the type described in clause (h) of the definition thereof may exist, but the discounted present value of the Oil and Gas Property burdened by such Liens have Excepted Lien will be reduced by the amount of the judgment secured by such Excepted Lien, and in the case of clauses (i) and (ii) subject to the provisos at the end of such time under applicable lawdefinition) 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 valuediscounted present value and (ii) deliver, within 90 days of the Administrative Agent’s request, evidence of good and defensible title with respect to such additional Mortgaged Properties, subject to Immaterial Title Deficiencies. 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. 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 8.13(b). (b) If (i) the Borrower shall form or acquire any Guarantor becomes the direct owner of a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Guarantor to, promptly, but in any event no later than 30 days after the date of becoming an owner thereof (A) execute and deliver a supplement to or such longer period as the Guaranty Agreement executed by such SubsidiaryAdministrative Agent may agree in its discretion), (Bi) pledge all 100% of the Equity Interests of such new Restricted Subsidiary if it is a Domestic Subsidiary, (ii) pledge 65% of the Equity Interests of such Restricted Subsidiary if it is a Foreign Subsidiary, (includingiii) to the extent and in the manner required by the Security Instruments, without limitation, delivery of deliver original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 anyso pledged, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof, and (iv) to the extent and in the manner required by the Security Instruments, deliver any notes evidencing secured subordinated intercompany debt owed by such Restricted Subsidiary to the Borrower or any Guarantor. (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 Restricted Subsidiary that guarantees any Senior Notes or any Permitted Additional Debt; and (iii) one or more additional Domestic Subsidiaries that are Wholly Owned Restricted Subsidiaries to the extent necessary to cause the combined EBITDAX of the Domestic Subsidiaries that are Wholly Owned Restricted Subsidiaries but are not Guarantors to be less than 20% of the combined EBITDAX of the Borrower and its Restricted Subsidiaries. (d) In connection with any guaranty required by Section 8.12(c), the Borrower shall, or shall cause such Domestic Restricted Subsidiary toto 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 such other additional closing documentsa supplement to the Guaranty Agreement. If at any time any Guarantor is no longer required to guarantee the Indebtedness pursuant to this Section 8.12, certificates and legal opinions as shall reasonably be requested then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person is not required to guarantee the Indebtedness pursuant to this Section 8.12 (including, if applicable, evidence that such Person has been fully and finally released from its guarantee obligations in connection therewithrespect of the Senior Notes or 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 (i) the Borrower obtains an Investment Grade Rating and (ii) the 7-Year Term Commitments have been terminated, and all principal of, and accrued interest on, the 7-Year Term Loans and other amounts owed to the 7-Year Term Lenders (other than obligations for taxes, costs, indemnifications, reimbursements and damages in respect of which no claim has been made and which survive the termination of this Agreement) have been paid in full in cash, then the provisions of Section 8.12(a) and (b) shall no longer apply. (f) The Borrower shall, or shall cause its relevant Restricted Subsidiaries to, complete each of the actions described on Schedule 8.12 as soon as commercially reasonable and by no later than the date set forth in Schedule 8.12 with respect to such action or such later date as the Administrative Agent may reasonably agree. (g) If the Holstein Spar, Horn Mountain Spar, or BP Amoco Xxxxxx, TLP is flagged and documented as a vessel, then the Borrower shall take, and shall cause any applicable Restricted Subsidiaries to take, such action as is reasonably necessary to cause the Administrative Agent to have a perfected Lien in such flagged and documented vessel.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee; provided that (i) the foregoing requirements shall not apply to Legacy Reserves Finance Corporation and (ii) in connection therewith. (c) In the no event that shall the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary be required to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests of such Foreign any E&P Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithpursuant to any Loan Document.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the applicable Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in such Reserve ReportReport 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, 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 8.11(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 subject to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawExcepted Liens) 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. 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. 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 8.13(b). (b) If In the event that (i) the Borrower shall form or acquire a Material Domestic any other Credit Party creates or acquires any Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic (in each case other than an Excluded Subsidiary), (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000or (iii) any Excluded Subsidiary ceases to be an Excluded Subsidiary, then the Borrower Parent Group shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guarantyguarantee, the Borrower shall, or Parent Group shall cause the relevant Subsidiary, if applicable, to, (A) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement to thereto, as applicable, and the Guaranty Intercompany Subordination Agreement executed by such Subsidiaryor a supplement thereto, as applicable, (B) cause the Credit Party that owns Equity Interests in such 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, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In 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 the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (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 case Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent Group shall not, and shall not permit any of a Domestic Subsidiary becoming their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens. (d) Notwithstanding anything to the direct ownercontrary in this Agreement, the Borrower shall cause Guaranty and Security Agreement, or any other Loan Document, (i) Property may be excluded from the Collateral for all purposes of the Loan Documents if the Administrative Agent has determined in its sole discretion (and has designated in writing) that such Domestic Subsidiary to promptly guarantee Property is immaterial for oil and gas mineral interest owners and the Obligations pursuant costs of obtaining such a security interest or perfection thereof are excessive in relation to the Guaranty Agreement by executing and delivering a supplement benefit of the Lenders of the security to the Guaranty Agreementbe afforded thereby, (ii) the Borrower shallAdministrative Agent may grant extensions of time or waivers of the requirements for the obtaining of title opinions or other title information, legal opinions, appraisals, flood insurance and surveys with respect to the particular assets where it reasonably determines, in consultation with the Borrower, that obtaining such items is not permitted by law or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests of such Foreign Subsidiary (including, cannot be accomplished without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank undue effort or expense by the registered owner thereof) and time or times at which it would otherwise be required by this Agreement or the Loan Documents, (iii) Liens required to be granted from time to time pursuant to this Agreement and the Borrower shall, or Guaranty and Security Agreement shall cause such Domestic Subsidiary to, execute be subject to exceptions and deliver such other additional closing documents, certificates limitations set forth in the Guaranty and legal opinions as shall reasonably be requested by Security Agreement and (iv) the Administrative Agent and the Borrower may execute and/or consent to easements, covenants, rights of way or similar instruments (and Administrative Agent may agree to subordinate the lien of any mortgage to any such easement, covenant, right of way or similar instrument or record or may agree to recognize any lessee pursuant to an agreement in connection therewitha form and substance reasonably acceptable to the Administrative Agent), as are reasonable or necessary and otherwise permitted by this Agreement and the other Loan Documents.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value PV-9 of the Oil and Gas Properties Proved Reserves evaluated in such the most recent Reserve ReportReport 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 valuePV-9, then the Borrower shall, and shall cause its Restricted Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawexist) 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 valuePV-9. 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. In order to comply with the foregoing, if any Restricted 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such 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 the relevant Subsidiary, if applicable, to, (Ai) such Domestic Subsidiary to execute and deliver a supplement to the Guaranty Agreement executed by (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 Subsidiary, (B) Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, including delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary Loan Party becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the Loan Party shall (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) 100% of all the Equity Interests of such Foreign Subsidiary 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, without limitationin each case, delivery of original stock certificates certificates, if any, evidencing such Equity Interests of such Foreign Subsidiary, if anyInterests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) the Borrower shall, or shall cause (along with such Domestic Subsidiary to, Subsidiary) execute and deliver such other additional closing documents, documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent 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 connection therewithorder 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 The Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a firstsecond-priority Lien Index 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 which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.,

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(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 evaluated in such the most recently completed Reserve ReportReport 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 valueRecognized 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 8.11(c8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 Restricted Subsidiary places 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Subsidiary to guarantee the Obligations pursuant to the a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiarypromptly, (Bi) pledge all of the Equity Interests of such new Domestic 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 power powers for each certificate duly executed in blank by the registered owner thereof) and (Cii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (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). (d) In the event that (i) the Required Lenders waive the provisions of Section 9.15 to permit the Borrower or any Domestic Subsidiary becomes to become the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic (such waiver to be granted in the sole discretion of the Required Lenders), and (ii) such Foreign Subsidiary if it were a Domestic Subsidiaryhas total assets in excess of $1,000,000, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly promptly, guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Proved Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and Parent Guarantor shall cause its Restricted Subsidiaries to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b).8.14(b).797992 (b) If (i) In the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines event that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower or Parent Guarantor shall promptly cause 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 the relevant Subsidiary, if applicable, such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In The Parent Guarantor will, at all times, cause the event that 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 Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then subsidiary without (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant giving 60 days advance written notice to the Guaranty Agreement by executing Administrative Agent of such proposed creation or acquisition, and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shallentering 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 cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%i) notify the Administrative Agent within three (3) Business Days of all the Equity Interests opening of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank any deposit account or securities account by the registered owner thereof) Parent Guarantor or its Subsidiaries, and (iiiii) promptly, but in no event later than within 10 Business Days (or such longer time as the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in connection therewith.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 delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty ninety (3090) days of the delivery of the certificate required under contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that subject to Liens which are permitted by the terms of Section 9.03 to which may attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable lawProperty) 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. 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 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 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 8.13(b). (b) If (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,0001,000,000 (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 such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Proved Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c8.12(c), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) the The Borrower shall form or acquire a Material cause each Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause 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 Domestic Subsidiary to, promptly, but in any event no later than 30 days after the relevant formation or acquisition (or other similar event) of such Domestic Subsidiary, if applicable, to, (Aa) execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (Bb) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, 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 (Cc) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In the event that the Borrower or any Domestic Subsidiary creates or becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shallpromptly, or shall cause such Domestic Subsidiary toto promptly, but in any event no later than 30 days after the date of becoming an owner thereof, (12) pledge sixty six and two-thirds percent (66-2/3%) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii13) 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 Domestic 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 in connection therewithAgent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, 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 8.11(c8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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. 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic SubsidiaryThe Parent, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then OP LLC and the Borrower shall promptly cause such 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 the relevant Subsidiary, if applicable, to, (A) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable, (B) 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, if any, 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, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (c) In [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 the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (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 case of a Domestic Subsidiary becoming Mortgaged Property and shall be encumbered by the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing Security Instruments and delivering a supplement to the Guaranty Agreement, (ii) the Parent, OP LLC and the Borrower shallshall not, or and shall cause such Domestic Subsidiary not permit any of their respective Restricted Subsidiaries to, pledge sixty six and two-thirds percent permit to exist any Lien on any Building or Manufactured (66-2/3%Mobile) 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithHome except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in such the most recently completed Reserve ReportReport 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, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien Index interest (provided that the Excepted Liens which are permitted by of the terms type described CREDIT AGREEMENT in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). (b) If In the event that (i) the Borrower shall form or acquire determines that any Subsidiary is a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates, if any, certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithor its designee. (c) In the event that the Borrower or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, 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 any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(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 evaluated in such the most recently completed Reserve ReportReport 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 valueRecognized 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 8.11(c8.12(c), to the Administrative Agent as security for the Obligations a first-priority Lien Index interest (provided that Excepted Liens which are permitted by of the terms type described in clauses (a) to (d) and (f) of Section 9.03 to attach the definition thereof may exist, but subject to the Mortgaged Properties may exist and have whatever priority provisos at the end of such Liens have at such time under applicable lawdefinition) 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. 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 Restricted Subsidiary places 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 8.13(b8.14(b). (b) If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the The Borrower shall promptly cause such each Subsidiary (other than, for the avoidance of doubt, the Excluded Subsidiary) to guarantee the Obligations pursuant to the a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the relevant Subsidiary, if applicable, such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiarypromptly, (Bi) pledge all of the Equity Interests of such new Domestic 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 power powers for each certificate duly executed in blank by the registered owner thereof) and (Cii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent. (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). (d) In the event that (i) the Required Lenders waive the provisions of Section 9.15 to permit the Borrower or any Domestic Subsidiary becomes to become the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic (such waiver to be granted in the sole discretion of the Required Lenders), and (ii) such Foreign Subsidiary if it were a Domestic Subsidiaryhas total assets in excess of $1,000,000, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly promptly, guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a supplement to the Guaranty Agreement. In connection with any such guaranty, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) 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 any, 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. (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 such Domestic Subsidiary its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewithAgent.