Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant within thirty (30) days of the delivery of the certificate referred to in Section 8.12(c) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiesat least 80% of the total value of the Oil and Gas Properties included in the then effective Borrowing Base. 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 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 9.14(b8.14(b). (b) The Borrower Parent Guarantor shall promptly cause each Material Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge grant a first-priority security interest in all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, as appropriate, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of In the Properties of event that the Borrower and each or any Material Subsidiary to be subject to becomes a Lien of partner in a Partnership or acquire additional interest in a Partnership, then the Security Instruments. Borrower shall, or shall cause such Subsidiary to, (di) All of grant a first-priority security interest in all the issued and outstanding Equity Interests of the Borrower owned by such Person in such Partnership and (ii) execute and deliver such other additional documents, certificates and legal opinions as shall at all times reasonably be pledged to requested by the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal 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 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 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end In connection with each delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged Properties do not represent all such Propertiesaggregate Present Value of the Loan Parties’ Proved Reserves subject to a valid, perfected and first-priority Mortgage is less than the Required Mortgage Value, then the Parent and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the most recent Reserve Report to the Administrative Agent as security for the Indebtedness a senior valid, perfected and first-priority Lien interest on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate Present Value of the Oil and Gas Properties subject to a valid, perfected and Mortgage (subject in priority only to certain customary exceptions) to equal or exceed the Required Mortgage Value (provided that Excepted Liens of the type described in clauses (a) to (ed), (f) and (l) of the definition thereofthereof may exist on such Mortgage Properties, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such 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 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 9.14(b8.14(b). (b) The Parent and the Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (and each Restricted Subsidiary that subjects an Oil and Gas Property to a Mortgage pursuant to Section 8.14(a)) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Parent and the Borrower shall, or shall (i) cause such Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementSubsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Security Agreement and grants a valid, perfected first-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Security Agreement and each other applicable Security Instrument (including the filing of financing statements), and (ii) execute and deliver (or, if the direct parent of such Subsidiary is not the Parent or the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a valid, perfected and first-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all of the Equity Interests of in such Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof)) to the Administrative Agent (provided that, (C) xxxxx x xxxx in and to all of the Properties event that the direct parent of such Subsidiary (including, without limitationis not a Guarantor, the requirements in this Section 8.14(b) shall also apply to (and with respect to the Equity Interests in) such Subsidiary’s parent). (c) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Properties of such Subsidiary) pursuant to Property and any Property in which a security interest is automatically created under the Security Agreement or other pre-existing Security Instrument) after the Effective Date, the Parent and the Borrower shall, or shall cause such other deeds Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a valid, perfected and first-priority security interest and Lien therein to the extent required by the applicable Security Instruments (provided that Excepted Liens of trustthe type described in clause (l) of the definition thereof may exist). (d) In furtherance of the foregoing in this Section 8.14, mortgageseach Loan Party (including any newly created or acquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) shall execute and deliver (or otherwise provide, agreements and instrumentsas applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in form each case as may be reasonably requested by the Administrative Agent and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged . Notwithstanding anything to the Administrative Agent contrary herein or in any other Loan Documents, the SPV Subsidiaries shall not be required to guarantee the Indebtedness pursuant to the Pledge this Agreement (or any other than any Equity Interests that may Loan Document and shall not be issued pursuant required to the Warrant Agreement)become Guarantors hereunder.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether all the Mortgaged Properties represent at least ninety percent (90%) of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least ninety percent (90%) of such Propertiestotal value as determined by the Administrative Agent, then the Borrower shall, and or shall cause its Subsidiaries one or more of the other Credit Parties to, grant grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereofObligations, but subject to the provisos at the end of such definition) on Security Instruments covering additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least ninety percent (90%) of such Propertiestotal 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 If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to guarantee Guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guarantyGuarantee, the Borrower shall, or shall cause such Subsidiary to: , promptly, but in any event no later than thirty (A30) 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 guaranty agreementSubsidiary, (Bii) a supplement executed by such Subsidiary to the Security Agreement executed by the Credit Parties on the Effective Date, (iii) a pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly Subject to this Section 5.11, with respect to any Property acquired after the end Closing Date by any Loan Party that is intended to be subject to the Lien created by any of each monththe Security Documents but is not so subject (but, in any event, excluding any Excluded Property) promptly (and in any event within thirty (30) Business Days after the acquisition thereof as may be extended with the consent of the Required Lenders in their sole discretion) (i) execute and deliver to the Administrative Agent, the Borrower Lenders and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders shall review the current Mortgaged Properties reasonably deem necessary or advisable to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such Property subject to no Liens other than Permitted Liens and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) in such jurisdictions as may be reasonably requested by the Administrative Agent as security for or the Indebtedness a senior Lien interest Collateral Agent (subject only to Excepted Liens in each case, acting at the direction of the type described in clauses Required Lenders) or the Required Lenders. Borrower and the other Loan Parties shall (a) to (e) of the definition thereof, but subject to the provisos limitations set forth in the Security Documents) otherwise take such actions and execute and/or deliver to the Collateral Agent and the Lenders such documents as the Required Lenders or the Administrative Agent or the Collateral Agent shall reasonably require (in each case, acting at the end direction of such definitionthe Required Lenders) on additional Oil to confirm the validity, perfection and Gas Properties not already subject to a priority of the Lien of the Security Instruments Documents against such after-acquired properties. (b) Subject to any limitations in the Security Documents, with respect to any Person that is or becomes a Wholly Owned Subsidiary of a Loan Party after giving effect the Closing Date (except to the extent any of the following constitutes Property that is Excluded Property or is otherwise excluded as Collateral under the Security Agreement), such Person shall promptly (as may be extended with the consent of the Required Lenders in their sole discretion), deliver to the Collateral Agent and the Lenders, as and to the extent required by the Security Agreement, the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and cause such new Subsidiary (A) to execute a Joinder Agreement to become a Guarantor and a Pledgor or, in the case of a Foreign Subsidiary, if requested by the Administrative Agent or the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders, execute a security document compatible with the laws of such Foreign Subsidiary’s jurisdiction of organization (and in form and substance reasonably satisfactory to the Required Lenders) to cause such Subsidiary to become a Guarantor and a Pledgor, and (B) to take all actions necessary or advisable in the reasonable opinion of the Administrative Agent, the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such Security Document, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) or equivalent registrations in such jurisdictions as may be reasonably requested by the Required Lenders or by the Administrative Agent or the Collateral Agent (in each case, acting at the direction of the Required Lenders). (c) With respect to any Person that is or becomes a Subsidiary of a Loan Party after the Closing Date, promptly (and in any event within ten (10) Business Days after such Person becomes a Subsidiary as may be extended with the consent of the Required Lenders in their sole discretion) execute and deliver to the Collateral Agent (i) a counterpart to the Intercompany Note and (ii) if such Subsidiary is a Loan Party, an endorsement to the Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by such Subsidiary. (d) (A) Promptly grant to the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by Collateral Agent (and in accordance any event within thirty (30) Business Days of the acquisition thereof as may be extended with the provisions consent of deeds the Required Lenders in their sole discretion) a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon (other than any Excluded Property, as defined in the Security Agreement), individually has a Fair Market Value on the date of trustacquisition thereof of at least $2,500,000 and (ii) each leased Real Property of such Loan Party of a “company-controlled” data center (unless the Required Lenders otherwise consent or the applicable Loan Party shall have used all commercially reasonable efforts to obtain, but failed to obtain, such Mortgage), in each case, as additional security agreements for the Secured Obligations (unless the subject Property is already mortgaged to a third party to the extent permitted by Section 6.02(i)). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and financing statements substance to the Collateral Agent or the Required Lenders and shall constitute valid and enforceable perfected first priority Liens subject only to Permitted Liens. Such Loan Party shall promptly deliver to the Collateral Agent (and in any event within thirty (30) Business Days as may be extended with the consent of the Required Lenders in their sole discretion) a Landlord Access Agreement with respect to each Data Center Lease (unless the applicable Loan Party shall have used all commercially reasonable efforts to obtain, but failed to obtain, such Landlord Access Agreements within such 30 Business Day period). The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other Security Instrumentscharges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent, all the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders shall reasonably require to confirm the validity, enforceability, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after acquired Real Property (including, but not limited to, a Title Policy, a Survey and environmental assessments (only with respect to such Real Property owned in fee by such Loan Party) and, if reasonably requested by the Administrative Agent (acting at the direction of the Required Lenders) or the Required Lenders, a customary local counsel opinion in respect of such Mortgage, in each case, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(bRequired Lenders). (be) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable Notwithstanding anything to the Lenders. In connection with contrary herein or in any such guarantyother Loan Document, the Borrower shallLoan Parties shall not have to create any Lien or perfect any Lien in any particular assets, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreementobtain title insurance in respect of any asset if, (B) pledge all in the reasonable judgment of the Equity Interests Required Lenders evidenced in writing, determined in consultation with Borrower, the burden, cost or consequences of creating or perfecting such Subsidiary (including, without limitation, delivery of original stock certificates evidencing Liens in such assets or obtaining title insurance is excessive in relation to the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank benefits to be obtained therefrom by the registered owner thereof), (C) xxxxx x xxxx in and to all of Lenders under the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentLoan Documents. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, promptly grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal 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 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 9.14(b8.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary (other than any Subsidiary classified as such based on the Borrower or any Subsidiary being a general partner thereof, unless such Subsidiary is a Wholly-Owned Subsidiary) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementDomestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, or shall cause such Domestic Subsidiary to (A) execute and deliver a supplement to the Guaranty Agreement executed by the Borrower or such Domestic Subsidiary, (B) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (de) All of Any Person that must guarantee the issued and outstanding Equity Interests of Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(A)(4) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 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 all times be pledged 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 pursuant of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Permitted Debt, such person shall be released from its guarantee obligations with respect to the Pledge Agreement (other than any Equity Interests that may be issued pursuant 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 the Warrant Agreement)reasonably evidence such release.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties of the Borrower and its Subsidiaries are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent Agent, on behalf of the Lenders, as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but but, in the case of clauses (a) through (e), subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary other member of the Borrower Group to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersAgent. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary each other member of the Borrower Group to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary each member of the Borrower Group (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiaryPerson (if any such stock certificates exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) xxxxx x xxxx Xxxx in and to all of the Properties of such Subsidiary Person (including, without limitation, the Oil and Gas Properties of such SubsidiaryPerson) pursuant to the Security Agreement Instruments and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary its Subsidiaries to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of each Member of the Borrower Group shall at all times be pledged to the Administrative Agent Agent, on behalf of the Lenders, pursuant to the Pledge Agreement (Agreements or other than any Equity Interests that may be issued pursuant security agreements acceptable to the Warrant Agreement)Agent. (e) Within sixty days after the Effective Date, the Borrower will cause the Delayed Collateral to be subject to first priority, perfected liens, or, only if such is not reasonably feasible, to be subject to such first priority liens as are acceptable to Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal 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 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 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Wholly-Owned Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guarantee Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report prepared in connection with such redetermination pursuant to ascertain whether all Section 8.11 and the Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) 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 Mortgage to equal or exceed the Required Mortgage Value. 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. Any Restricted Subsidiary that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.13(b). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall (i) cause such Material Subsidiary to (A) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) 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 in such Material Subsidiary (and will, without limitation, deliver original certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with undated stock 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). (c) In the event that the Borrower or any Material Subsidiary becomes a partner or member in a Designated Partnership or acquires additional interests in a Designated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a first-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership. (d) 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, the Borrower shall, or shall cause such 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 after giving effect theretoany 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 Mortgaged 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 any Loan Party withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties will represent all of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), such Loan Party shall, 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 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 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 9.14(b)Agent. (bg) The Borrower In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such guaranty agreementother additional Security Instruments, (B) pledge all of the Equity Interests of such Subsidiary (includingdocuments, without limitationcertificates, delivery of original stock certificates evidencing the Equity Interests of such Subsidiarylegal opinions, together with an appropriate undated stock power for title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each certificate duly executed in blank case as may be reasonably requested by the registered owner thereof), (C) xxxxx x xxxx in Administrative Agent and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 70% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 70% of such Propertiestotal value, then the Borrower shall, and shall cause its Material Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 70% of such Propertiestotal 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 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 9.14(b8.14(b). (b) The In the event that any Subsidiary becomes a Material Subsidiary after the Closing Date, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) , A. execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) B. pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) C. execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to Mortgages to ascertain whether such Oil and Gas Properties represent at least 75% of the total value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the Mortgaged event that the Oil and Gas Properties subject to Mortgages do not represent all at least 75% of such Propertiestotal value, then the Parent or the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) permitted pursuant to (e) of the definition thereof, but subject to the provisos at the end of such definitionSection 6.02) 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 all at least 75% of such Propertiestotal 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 9.14(b5.13(b). (b) The Parent and the Borrower shall promptly cause each Restricted Subsidiary that either (x) is or becomes a Material Domestic Subsidiary or (y) has guaranteed the Unsecured Notes or other Material Indebtedness, in each case, to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty. In connection with any such guaranty, the Parent and the Borrower shall, or shall cause (i) such Restricted Subsidiary to: (A) to execute and deliver such guaranty agreementa Guaranty, (Bii) the parent of such Restricted Subsidiary to pledge all of the Equity Interests capital stock of such Restricted Subsidiary (including, without limitation, delivery of original stock 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), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base and, as applicable, Conforming Borrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal 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 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 9.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementDomestic Subsidiary, (Bii) pledge all of the Equity Interests of such Domestic Subsidiary (including, without limitation, delivery of original stock certificates or other certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly Subject to this Section 5.11, with respect to any Property acquired after the end Closing Date by any Loan Party that is intended to be subject to the Lien created by any of each month, the Borrower Security Documents but is not so subject shall review promptly (as may be extended with the current Mortgaged Properties to ascertain whether all Oil consent of the Required Lenders in their sole discretion) (i) execute and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as security the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the Indebtedness a senior Lien interest (subject only to Excepted Liens benefit of the type described other Secured Parties, a Lien on such Property subject to no Liens other than Permitted Liens and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in clauses accordance with all applicable Legal Requirements, including the filing of financing statements (aincluding fixture filings and transmitting utility filings, as applicable) to in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Borrower and the other Loan Parties shall (e) of the definition thereof, but subject to the provisos at limitations set forth in the end Security Documents) otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of such definition) on additional Oil and Gas Properties not already subject to a the Lien of the Security Instruments Documents against such after-acquired properties. (b) With respect to any Person that is or becomes a Wholly Owned Subsidiary of a Loan Party after giving effect theretothe Closing Date (except to the extent any of the following constitutes Property that is Excluded Property (as defined in the Security Agreement) or is otherwise excluded as Collateral under the Security Agreement), such Person shall promptly (as may be extended with the consent of the Required Lenders in their sole discretion), deliver to the Collateral Agent, as and to the extent required by the Security Agreement, the Mortgaged Properties will represent certificates, if any, representing all of the Equity Interests of such Properties. All Subsidiary owned by a Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Liens will be created Equity Interests, and perfected all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and cause such new Subsidiary (A) to execute a Joinder Agreement to become a Guarantor and a Pledgor or, in accordance the case of a Foreign Subsidiary, if requested by the Administrative Agent or the Collateral Agent or the Required Lenders, execute a security document compatible with the provisions laws of deeds such Foreign Subsidiary’s jurisdiction of trust, security agreements organization (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 appropriateRequired Lenders) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and cause such Subsidiary is not a Guarantor, then it shall to become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form Pledgor, and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge to take all actions necessary or advisable in the reasonable opinion of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such Security Document, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) or equivalent registrations in such jurisdictions as may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall be reasonably be requested by the Administrative Agent or the Collateral Agent. (c) The Borrower will at all times cause all With respect to any Person that is or becomes a Subsidiary of a Loan Party after the Closing Date, promptly (and in any event within ten (10) Business Days after such Person becomes a Subsidiary as may be extended with the consent of the Properties of the Borrower Required Lenders in their sole discretion) execute and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged deliver to the Administrative Collateral Agent pursuant (i) a counterpart to the Pledge Agreement Intercompany Note and (other than any Equity Interests that may be issued pursuant ii) if such Subsidiary is a Loan Party, an endorsement to the Warrant Agreement)Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by such Subsidiary.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 9.12(c)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value as determined by the Administrative Agent, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days after delivery of the certificate required under Section 9.12(c), to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) 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 all at least 80% of such Propertiestotal 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 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 9.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty 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 formation or acquisition (Aor other similar event) of such Subsidiary to, execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) a supplement executed by such Subsidiary to the Security Agreement executed by the Borrower on the Effective Date, a pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end In connection with each delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(b) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) 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 all such PropertiesRequired 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 9.14(b8.13(a). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (other than the APL General Partner) and any Subsidiary that guarantees the Secured Term Loan Facility to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Material Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementMaterial Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, (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 (C) to the extent applicable, execute and deliver Mortgages pursuant to which such Material Subsidiary grants a first-priority Lien in substantially all of its real property (including any hydrocarbon interests), if any 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 Material Subsidiary (includingand will, without limitation, delivery of deliver original stock 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). (c) In the event that any Loan Party acquires any material Property (other than any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such 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. (Cd) The Borrower agrees that it will not, and will not permit any Guarantor to, xxxxx x xxxx in and Xxxx on any Property to all of secure the Properties of such Subsidiary (including, Secured Term Loan Facility without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory contemporaneously granting to the Administrative Agent, as security for the Administrative Agent may request Indebtedness, a first priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (Df) execute 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 deliver such other additional closing documents, certificates and legal opinions as shall substance reasonably be requested by satisfactory to the Administrative Agent. (ce) The Borrower will at all times cause all In furtherance of the Properties of the Borrower foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall execute and each Subsidiary to be subject to a Lien of the Security Instruments. deliver (dor otherwise provide, as applicable) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after If at any time prior to the end repayment in full of each monththe Loans, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such at least 75% of the total value of the Borrower’s Oil and Gas Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant (from its available unencumbered Property) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 75% of such Propertiestotal 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 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 9.14(b8.12(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly inform the Administrative Agent thereof and, at all times cause all the request of the Properties of Administrative Agent, shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and each Subsidiary deliver a supplement to be subject to a Lien the Guaranty Agreement, (ii) pledge 65% of all the Security Instruments. (d) All of the issued and outstanding Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the Borrower registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall at all times reasonably be pledged to requested by the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end event that Holdings or any Subsidiary thereof acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 9.3(g), that is not subject to a perfected Lien in favor of each monththe Administrative Agent pursuant to the Security Documents, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil Holdings and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its each of their respective Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of take such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that any Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Subsidiaries Guarantee and the Subsidiaries Security Agreement, and Holdings and/or any Subsidiary of Holdings which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.9(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to Holdings and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of Holdings, the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly Subject to the terms of the Security Documents and Section 3.18, Section 4.01(l) and Section 5.15, with respect to any personal property acquired after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens Closing Date by any Credit Party that constitutes “Collateral” under any of the type described in clauses (a) Security Documents or is intended to (e) of the definition thereof, but be subject to the provisos at the end of such definition) on additional Oil and Gas Properties Liens created by any Security Document but is not already so subject to a Lien of thereunder, but in any event subject to the Security Instruments terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such that after giving effect theretolonger period as the Administrative Agent may approve in each case in its sole discretion, the Mortgaged Properties will represent all such Properties. All such Liens will be created (i) execute 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 deliver to the Administrative Agent and in sufficient executed (the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary to grant to the Collateral Agent, for its benefit and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoingbenefit of the other Secured Parties, if any Subsidiary places a Lien on under applicable U.S. state and federal law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its Oil and Gas Properties and such Subsidiary is not a Guarantorsole discretion, then it shall become to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) on such Collateral subject to no Liens other than Permitted Liens, and comply (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with Section 9.14(ball applicable U.S. state and federal law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary), including, in the case of Domestic Subsidiaries that are Guarantors, the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee pursuant to any Intercreditor Agreement) such New York law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) The Borrower shall promptly cause each Subject to the terms of the Security Documents and Section 5.15, upon the formation or acquisition of, or the re-designation of an Unrestricted Subsidiary to guarantee as, a Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Indebtedness Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition, or otherwise merged out of existence or dissolved, within sixty (60) days of its formation (or such later date as permitted by the Administrative Agent in its sole discretion)), upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or upon Borrower’s determination (in its sole discretion) that an Excluded Subsidiary shall be joined as a guaranty agreement Guarantor, within sixty (60) days after such formation, acquisition, designation, determination or cessation, or such longer period as the Administrative Agent may approve in form and substance reasonably acceptable to the Lenders. In connection with any such guarantyits reasonable discretion, the Borrower shall, or shall cause : (i) if such Subsidiary to: (A) execute is a Wholly-Owned Restricted Subsidiary that is a Credit Party or of a Foreign Subsidiary that is a Credit Party and in whose jurisdiction of organization the following is customary in similar financing transactions, deliver such guaranty agreementto the Collateral Agent the certificates, (B) pledge if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary that constitute Collateral and that are “certificated securities” (including, without limitation, delivery as defined in Article 8 of original stock certificates evidencing the Equity Interests of such SubsidiaryUCC), together with an undated Equity Interest powers or other appropriate undated stock power for each certificate duly instruments of transfer executed and delivered in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all a duly authorized officer of the Properties holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable, and all other deeds of trustCollateral that is required to be delivered pursuant to the Security Agreements or other applicable Security Document and not previously so delivered; and (ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries (other than any Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor), mortgages(A) to execute and deliver a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or, agreements and instrumentsto the extent the Borrower elects to join such Subsidiary as a co-borrower, in compliance with Section 2.24 hereof, (if such subsidiary is a Domestic Subsidiary) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or (if such Subsidiary is a Foreign Subsidiary that is an Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor) such security documentation as may be customary in its jurisdiction of organization, as reasonably agreed between the Borrower and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (DB) execute to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and deliver be subject to the limitations set forth herein and the applicable Security Documents and, as applicable, the Agreed Security Principles) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such other additional closing documentsForeign Subsidiary) to the extent required by such agreements in accordance with all applicable Requirements of Law, certificates (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary), including (in the case of a Domestic Subsidiary that is not a Guarantor) the filing of financing statements and legal opinions intellectual property security agreements in such U.S. jurisdictions as shall may be reasonably be requested by the Administrative Agent or the Collateral Agent. ; provided that, (cy) The Borrower will at all times cause all no pledge of the Properties Excluded Equity Interests shall be required, and (z) no perfection actions by “control” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of the Borrower and each Subsidiary trust, deed to secure debt, leasehold mortgages, landlord waivers or collateral access agreements shall be required to be subject entered into under the laws of any jurisdiction. Notwithstanding anything to a Lien of the Security Instruments. (d) All of contrary, in the issued and outstanding Equity Interests of event that the Borrower shall at all times be pledged any time desire to join a Foreign Subsidiary that is an Excluded Subsidiary as a Guarantor organized under the laws of any jurisdiction that is reasonably acceptable to the Administrative Agent pursuant (in its sole and reasonable discretion), the Borrower and the Administrative Agent shall reasonably negotiate in good faith to amend this Agreement to subject guarantee and collateral requirements vis-à-vis any such Foreign Subsidiary that is an Excluded Subsidiary that Borrower elects (in its sole discretion) to join as a Guarantor, to “agreed security principles” that are customary for the Pledge jurisdiction of organization of such Foreign Subsidiary for facilities substantially similar to those provided for in this Credit Agreement (the “Agreed Security Principles”), and all guarantee and collateral requirements hereunder and under the other than any Equity Interests that may Loan Documents shall, with respect to such Foreign Subsidiary Guarantor, be issued pursuant subject in all cases to the Warrant Agreement)such Agreed Security Principles.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, -------------------------------------------- event that the Borrower shall review or any Subsidiary acquires any personal property or interest in personal property other than property made subject to a Lien permitted under Section 6.3(g), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries Subsidiary to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of take such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, ) as the Administrative Agent may shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Agent on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that the Borrower will at all times cause is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Subsidiaries Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 5.10(a) of this Agreement. The Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Agent or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Coal Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Parent and the Borrower shall, and shall cause its their Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Coal Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Coal Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Parent shall guarantee the Indebtedness pursuant to a guaranty agreement in form and substance satisfactory to Lenders and the Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement the Security Agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or Parent shall and shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) xxxxx x xxxx grant a lien in and to all of the Properties of such Subsidiary (includingixxxxxxxx, without xithout limitation, the Oil and Gas Coal Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Parent and the Borrower will at all times cause all of the Properties of the Parent and the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower and its Subsidiaries shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Security Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries (if any) to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ej) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Guarantee and Pledge Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Guarantee and Pledge Agreement (or other than any Equity Interests that may be issued pursuant security agreements acceptable to the Warrant Agreement)Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, the event that any Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien or any Loan Party acquires any property or interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property) other than property made subject to a Lien permitted under Section 9.3(g), (C) xxxxx x xxxx that is not subject to a perfected Lien in and to all favor of the Properties of Lender pursuant to the Security Documents, such Subsidiary Borrower or such Loan Party shall take such action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, Lender) as the Administrative Agent may Lender shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Lender on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that any Borrower will at all times cause or any other Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Corporate Guarantee and the Security Agreement, and the Borrower and/or any Loan Party which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Lender, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Lender and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Lender. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Lender shall be entitled to receive legal opinions of one or more counsel to such Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Lender or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or the other Loan Parties to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Lender.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review or any Subsidiary acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 10.3(g), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Administrative Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver , take such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that the Borrower acquires or forms any additional Subsidiary, such Subsidiary shall execute a guarantee, a security agreement, Mortgages or Leasehold Mortgages (if reasonably requested by the Lender), or supplements to the Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreement, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 9.10(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review or any Subsidiary acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 10.3(g), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Administrative Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver , take such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that the Borrower is permitted to acquire or form any additional Subsidiary in accordance with the terms of this Agreement and the other Loan Documents, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Subsidiaries Guarantee and the Subsidiaries Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 9.9(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with the end preparation of each monthReserve Report, the Borrower shall review such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(b)(v)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesof the Borrower and its Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all such Propertiesless than 80% of the total value of the Oil and Gas Properties of the Borrower and its Subsidiaries evaluated in the most recently completed Reserve Report, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(b), to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) permitted by Section 9.03 which may attach to (e) of the definition thereof, but subject to the provisos at the end of such definitionMortgaged Property) on additional Oil and Gas Properties of the Borrower and its Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, thereto the Mortgaged Properties will represent all are equal to or greater than 80% of the total value of the Oil and Gas Properties of the Borrower and its Subsidiaries evaluated in such PropertiesReserve Report. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with . (b) If the foregoing, if Borrower determines that any Subsidiary places is a Lien on its Oil and Gas Properties Material Domestic Subsidiary and such Subsidiary is not already a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all that constitute Oil and Gas Properties are (as described in Section 8.11(c)(iv)) to ascertain whether such Mortgaged PropertiesProperties represent at least 80% of the Engineered 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. If In the event that such Mortgaged Properties do not represent all at least 80% of such PropertiesEngineered Value, then the Borrower shall, and shall cause its Subsidiaries the Subsidiary Guarantors to, grant 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 Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report 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 all at least 80% of such PropertiesEngineered 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 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 9.14(b8.13(b). (b) The Borrower shall promptly cause each Subsidiary of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral 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 acquisition (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent), (i) cause such Subsidiary to: (A) to execute and deliver such guaranty agreementa supplement to the Guarantee and Collateral Agreement, (Bii) pledge cause all of the Equity Interests of such 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 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), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory be delivered to the Administrative Agent, as the Administrative Agent may request and (Diii) 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. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (other than the APL General Partner) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Material Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementMaterial Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, (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 (C) to the extent applicable, execute and deliver Mortgages pursuant to which such Material Subsidiary grants a first-priority Lien in substantially all of its real property (including any hydrocarbon interests), if any 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 Material Subsidiary (includingand will, without limitation, delivery of deliver original stock 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). (b) In the event that any Loan Party acquires any material Property (other than any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such 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. (Cc) xxxxx x xxxx in and to all In furtherance of the Properties of such Subsidiary foregoing in this Section 8.11, each Loan Party (including, without limitation, the Oil and Gas Properties of such including any newly created or acquired Material Subsidiary) pursuant shall execute and deliver (or otherwise provide, as applicable) to the Security Agreement and Administrative Agent such other deeds of trustadditional Security Instruments, mortgagesdocuments, agreements and instrumentscertificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in form each case as may be reasonably requested by the Administrative Agent and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower Each Obligor shall, and shall cause its Subsidiaries each Guarantor to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (ai) to (ev), (vii), (viii), (xi) and (xii) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 100% of the Borrower's and Guarantors' off-shore Oil and Gas Properties and all such Propertiesproved and probable reserves attributable to the Borrower's and Guarantors' onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Each Obligor shall cause EEX and each Domestic Subsidiary (other than the Borrower shall promptly cause each Subsidiary and EEX Reserves and its Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower Each Obligor shall, or and shall cause such each Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests capital stock of such each Domestic Subsidiary (except for the Subsidiaries of EEX Reserves, and in the case of EEX Reserves, only the outstanding stock owned by the Obligors and Guarantors) (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitationnow owned hereafter acquired or created. In connection with compliance with this Section, the Oil Obligors shall, and Gas Properties of such Subsidiary) pursuant shall cause any Subsidiary to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Each Obligor shall, or shall cause each Domestic Subsidiary to, pledge 65% of all the capital stock of each first-tier Foreign Subsidiary (other than EEX Asahan Ltd.) (including, without limitation, delivery of original stock certificates evidencing such capital stock of each such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) now owned or hereafter acquired or created. In connection with compliance with this Section, the Obligors shall, and shall cause any Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower Obligors will at all times cause all the other material tangible and intangible assets of the Properties of the Borrower each Obligor and each Subsidiary Guarantor to be subject to a Lien of the Security Instruments. (de) All Upon the termination and release of the Enron Prepay Obligation and the Enron Xxxx-to-Market Related Xxxxxx, the Obligors shall cause to be pledged all of the issued and outstanding Equity Interests ownership interests of EEX Reserves and shall cause EEX Reserves and its Subsidiaries to (i) guarantee the Indebtedness pursuant to the Guaranty Agreement, (ii) pledge all of the Borrower shall at all times be pledged capital stock (or equivalent ownership interests) of each Domestic Subsidiary and 65% of the capital stock (or equivalent ownership interests) of each Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the capital stock of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) grant to the Administrative Agent as security for the Indebtedness a first priority Lien interest (subject only to Excepted Liens of the type described in clauses (i) to (v), (vii), (viii), (xi) and (xii) of the definition thereof) on all of their off-shore Oil and Gas Properties and all proved and probable reserves attributable to their onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00); (iv) pledge their other material tangible and intangible assets pursuant to the Pledge Agreement Liens created by the Security Instruments; and (other than any Equity Interests v) cause all of their Deposit Accounts and Securities Accounts to be subject to Blocked Account Control Agreements and Securities Account Control Agreements reasonably acceptable to the Administrative Agent; provided, that may be issued if EEX E&P refinances the Enron Prepay Obligation and the Enron Xxxx-to-Market Related Xxxxxx pursuant to Section 9.04(c) through the Warrant Agreementuse of Debt, the terms of such Section shall override the terms set forth in this Section 8.09(e).

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, the event that any Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement acquires any material property or interest in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property), (C) xxxxx x xxxx that is not subject to a perfected Lien in and to all favor of the Properties of Administrative Agent pursuant to the Security Documents, the Borrowers shall, and shall cause Subsidiary to, take such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that any Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Guarantee and the Security Agreement, and the Borrowers and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrowers and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of Liens so granted by such Subsidiary and the issued and outstanding Equity Interests of the Borrower shall at all times be pledged Borrowers and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after Except during an Investment Grade Rating Period, in connection with each redetermination of the end of each monthBorrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether all Oil and Gas the Mortgaged Properties are Mortgaged Properties. If satisfy the Collateral Coverage Requirement. (b) In the event that the Mortgaged Properties do not represent all such Propertiessatisfy the Collateral Coverage Requirement, then the Borrower Parent Guarantor shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only provided that Liens which are permitted by the terms of Section 9.03 to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject attach to the provisos Mortgaged Properties may exist and have whatever priority such Liens have at the end of such definitiontime under applicable law) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiessatisfy the Collateral Coverage Requirement. 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 If required in order to comply with the foregoing, if in the event any Restricted Subsidiary places a Lien on its Oil and Gas Properties to secure Debt for borrowed money and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(c). Notwithstanding the foregoing, the Parent Guarantor and the Borrower shall not be obligated to cause Kodiak and its Affiliates to grant Liens to secure the Secured Obligations in an amount in excess of the maximum amount of the Secured Obligations which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures. (bc) The Borrower Except during an Investment Grade Rating Period, if (i) the Parent Guarantor shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Parent Guarantor elects to have a Domestic Subsidiary (or any Foreign Subsidiary that is a Disregarded Entity) guarantee the Secured Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in an amount that exceeds $100,000,000, then the Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement the Guaranty and Collateral Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors and no Equity Interests in form and substance reasonably acceptable any Excluded Subsidiary shall be required to the Lendersbe pledged. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary the relevant Credit Party, if applicable, to: , (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), ) and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) 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 Parent Guarantor and the Borrower shall not be obligated (ci) The Borrower will at all times to cause all Kodiak and its Affiliates to guarantee the Facilities in an amount in excess of the Properties maximum amount which Kodiak and its Affiliates may guarantee without violation of the Borrower Kodiak Indentures or (ii) to pledge the stock of Kodiak and each Subsidiary its Affiliates to be subject to a Lien secure amounts in excess of the Security Instrumentsmaximum amount which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures. (d) All Except during an Investment Grade Rating Period, in the event that the Parent Guarantor or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the issued Parent Guarantor shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty and outstanding Collateral Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors and no Equity Interests in any Excluded Subsidiary shall be required to be pledged. In connection with any such guaranty, the Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if 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. Notwithstanding the foregoing, the Parent Guarantor and the Borrower shall at all times not be pledged obligated to pledge the stock of Kodiak and its Affiliates to secure amounts in excess of the maximum amount which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures. (e) Subject to any applicable limitations set forth in the Security Instruments, the Parent Guarantor will, within sixty (60) days of the end of any Investment Grade Rating Period (or such longer period as the Administrative Agent pursuant may agree), execute and cause its Restricted Subsidiaries to execute such Security Instruments as are necessary such that after giving effect thereto the Pledge Agreement (other than any Equity Interests that may be issued pursuant to Credit Parties are in compliance with the Warrant Agreement)foregoing provisions of this Section 8.13.

Additional Collateral; Additional Guarantors. (a) Promptly Subject to the terms of the Security Documents and Section 3.18, Section 4.01(l) and Section 5.15, with respect to any personal property acquired after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens Closing Date by any Credit Party that constitutes “Collateral” under any of the type described in clauses (a) Security Documents or is intended to (e) of the definition thereof, but be subject to the provisos at the end of such definition) on additional Oil and Gas Properties Liens created by any Security Document but is not already so subject to a Lien of thereunder, but in any event subject to the Security Instruments terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such that after giving effect theretolonger period as the Administrative Agent may approve in each case in its sole discretion, the Mortgaged Properties will represent all such Properties. All such Liens will be created (i) execute 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 deliver to the Administrative Agent and in sufficient executed (the Collateral Agent such amendments or supplements to the relevant Security Documents or such other New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary to grant to the Collateral Agent, for its benefit and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoingbenefit of the other Secured Parties, if any Subsidiary places a Lien on under applicable U.S. state and federal law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its Oil and Gas Properties and such Subsidiary is not a Guarantorsole discretion, then it shall become to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) on such Collateral subject to no Liens other than Permitted Liens, and comply (ii) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with Section 9.14(ball applicable U.S. state and federal law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary), including, in the case of Domestic Subsidiaries that are Guarantors, the filing of financing statements and intellectual property security agreements in such U.S. jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (or its non-fiduciary agent or designee, including the First Lien Collateral Agent, pursuant to any Intercreditor Agreement) such New York law (or, solely with respect to any Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Excluded Subsidiary) governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired Collateral. (b) The Borrower shall promptly cause each Subject to the terms of the Security Documents and Section 5.15, upon the formation or acquisition of, or the re-designation of an Unrestricted Subsidiary to guarantee as, a Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) after the Indebtedness Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition, or otherwise merged out of existence or dissolved, within sixty (60) days of its formation (or such later date as permitted by the Administrative Agent in its sole discretion)), upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or upon Borrower’s determination (in its sole discretion) that an Excluded Subsidiary shall be joined as a guaranty agreement Guarantor, within sixty (60) days after such formation, acquisition, designation, determination or cessation, or such longer period as the Administrative Agent may approve in form and substance reasonably acceptable to the Lenders. In connection with any such guarantyits reasonable discretion, the Borrower shall, or shall cause : (i) if such Subsidiary to: is a Wholly-Owned Restricted Subsidiary that is a Credit Party or of a Foreign Subsidiary that is a Credit Party and in whose jurisdiction of organization the following is customary in similar financing transactions, deliver to the Collateral Agent (Aor to the First Lien Collateral Agent, subject to the provisions of the First Lien/Second Lien Intercreditor Agreement or any other applicable Intercreditor Agreement) execute and deliver such guaranty agreementthe certificates, (B) pledge if any, representing all of the Equity Interests of such Wholly Owned Restricted Subsidiary that constitute Collateral and that are “certificated securities” (including, without limitation, delivery as defined in Article 8 of original stock certificates evidencing the Equity Interests of such SubsidiaryUCC), together with an undated Equity Interest powers or other appropriate undated stock power for each certificate duly instruments of transfer executed and delivered in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all a duly authorized officer of the Properties holder(s) of such Equity Interests, and all intercompany notes owing from such Wholly Owned Restricted Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) to any Credit Party required to be delivered pursuant to the Security Agreement or other applicable Security Document and not previously so delivered, together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party or Additional Guarantor, as applicable, and all other deeds of trustCollateral that is required to be delivered pursuant to the Security Agreements or other applicable Security Document and not previously so delivered; and (ii) cause any such new Wholly Owned Restricted Subsidiary (except Excluded Subsidiaries (other than any Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor)), mortgages(A) to execute and deliver a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor or, agreements and instrumentsto the extent the Borrower elects to join such Subsidiary as a co-borrower, in compliance with Section 2.24 hereof, (if such subsidiary is a Domestic Subsidiary) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or (if such Subsidiary is a Foreign Subsidiary that is an Excluded Subsidiary the Borrower elects in its sole discretion to join as a Guarantor) such security documentation as may be customary in its jurisdiction of organization, as reasonably agreed between the Borrower and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (DB) execute to take all actions reasonably necessary to cause the Lien created on the Collateral (which shall exclude Excluded Property and deliver be subject to the limitations set forth herein and the applicable Security Documents and, as applicable, the Agreed Security Principles) by the applicable Security Documents to be duly perfected under U.S. federal and applicable state law (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such other additional closing documentsForeign Subsidiary) to the extent required by such agreements in accordance with all applicable Requirements of Law, certificates (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary), including (in the case of a Domestic Subsidiary that is not a Guarantor) the filing of financing statements and legal opinions intellectual property security agreements in such U.S. jurisdictions as shall may be reasonably be requested by the Administrative Agent or the Collateral Agent. ; provided that, (cy) The Borrower will at all times cause all no pledge of the Properties Excluded Equity Interests shall be required, and (z) no perfection actions by “control” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of the Borrower and each Subsidiary trust, deed to secure debt, leasehold mortgages, landlord waivers or collateral access agreements shall be required to be subject entered into under the laws of any jurisdiction. Notwithstanding anything to a Lien of the Security Instruments. (d) All of contrary, in the issued and outstanding Equity Interests of event that the Borrower shall at all times be pledged any time desire to join a Foreign Subsidiary that is an Excluded Subsidiary as a Guarantor organized under the laws of any jurisdiction that is reasonably acceptable to the Administrative Agent pursuant (in its sole and reasonable discretion), the Borrower and the Administrative Agent shall reasonably negotiate in good faith to amend this Agreement to subject guarantee and collateral requirements vis-à-vis any such Foreign Subsidiary that is an Excluded Subsidiary that Borrower elects (in its sole discretion) to join as a Guarantor, to “agreed security principles” that are customary for the Pledge jurisdiction of organization of such Foreign Subsidiary for facilities substantially similar to those provided for in this Credit Agreement (the “Agreed Security Principles”), and all guarantee and collateral requirements hereunder and under the other than any Equity Interests that may Loan Documents shall, with respect to such Foreign Subsidiary Guarantor, be issued pursuant subject in all cases to the Warrant Agreement)such Agreed Security Principles.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties of Borrower are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Documents such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security InstrumentsDocuments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary Subsidiary, whether now existing or hereafter formed or acquired, to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersAgent. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary each other member of Borrower to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such each Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) xxxxx x xxxx Xxxx in and to all of the Properties of such Subsidiary member of Borrower (including, without limitation, the Oil and Gas Properties of such SubsidiaryPerson) pursuant to the Security Agreement Instruments and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security InstrumentsDocuments. (d) All of the issued and outstanding Equity Interests of the Borrower each Subsidiary shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement a pledge agreement or other security agreements acceptable to Agent. CREDIT AGREEMENT (other than any Equity Interests that may be issued pursuant to the Warrant AgreementLilis Energy, Inc.).

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien or any Loan Party acquires any property or interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property) other than property made subject to a Lien permitted under Section 9.3(g), (C) xxxxx x xxxx that is not subject to a perfected Lien in and to all favor of the Properties of Lender pursuant to the Security Documents, the Borrower or such Subsidiary Loan Party shall take such action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, Lender) as the Administrative Agent may Lender shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Lender on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that the Borrower will at all times cause or any other Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Corporate Guarantee and the Security Agreement, and the Borrower and/or any Loan Party which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Lender, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Lender and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Lender. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Lender shall be entitled to receive legal opinions of one or more counsel to the Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Lender or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or the other Loan Parties to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Lender.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each monthevent that the Borrower or any Domestic Subsidiary acquires or forms a Domestic Wholly-Owned Subsidiary, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement in form the Guaranty and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all cause the owner of the Equity Interests of in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of . In the Properties of event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $5,000,000, then the Borrower shall, or shall cause such Domestic Subsidiary to, promptly execute and each Subsidiary deliver a supplement to be subject the Guaranty Agreement to a Lien pledge 65% of all the Security Instruments. (d) All of the issued and outstanding Equity Interests of such Foreign Subsidiary (including, without limitation, if appropriate, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If no Default or Event of Default then exists, the Borrower shall at all times may request that the Lien on any Mortgaged Property (the "Released Property") be pledged released upon presentation to the Administrative Agent pursuant of the following: A list of one or more new facilities having a fair market value reasonably equivalent to the Pledge Agreement (other than any Equity Interests that may Released Property, such evidence of the value of the new facility or facilities to be issued pursuant reasonably acceptable to the Warrant Agreement)Administrative Agent; and With respect to each new facility the items set forth in Section 8.16. After presentation of such materials and the recording the mortgages on the new facility, the Administrative Agent shall delivery such releases as the Borrower shall reasonably request with respect to the Released Property.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review or any Subsidiary acquires any property or interest in property (including, without limitation, real property), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Administrative Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries Subsidiary to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of take such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.10(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end Borrowing Base (including, for the avoidance of each monthdoubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all Oil the Mortgaged Properties represent at least 95% of the PV-9 of the Borrowing Base Properties after giving effect to exploration and Gas Properties are Mortgaged Propertiesproduction activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all such at least 95% of the PV-9 of the Borrowing Base Properties, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such at least 95% of the PV-9 of the Borrowing Base Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Material Indebtedness, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee and secure the Indebtedness Secured Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guarantyguaranty and security interest grant, the Borrower shall, or shall cause (A) such Subsidiary to: (A) , execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) the owners of the Equity Interests of such Subsidiary who are Loan Parties to pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will at or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10.0 million, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all times cause all the voting Equity Interests of such Foreign Subsidiary and 100% of the Properties nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the Borrower registered owner thereof) and each Subsidiary to (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All of The Borrower will not, and will not permit any Restricted Subsidiary to, xxxxx x Xxxx on any Property to secure the issued and outstanding Equity Interests of Second Lien Notes which is not already granted to secure the Borrower shall Secured Obligations under the Security Instruments without first (i) giving at all times least ten (10) days’(or such earlier time as may be pledged agreed by the Administrative Agent in its sole discretion) prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Secured Obligations a first-priority, perfected Lien on the same Property pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant Security Instruments in form and substance reasonably satisfactory to the Warrant Agreement)Administrative Agent; provided that Excepted Liens may exist. In connection therewith, the Borrower shall, or shall cause its Restricted Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions of the type customarily given with regard to such matters as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review or any Subsidiary acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 10.3(g), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries Subsidiary to, grant take such action (including, without limitation, the preparation and filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Agent as security for the Indebtedness shall reasonably request in order to create and/or perfect a senior Lien interest (subject only to Excepted Liens in favor of the type described in clauses Agent on such property. (ab) In the event that the Borrower is permitted to (e) of the definition thereofacquire or form any additional Subsidiary, but subject such Subsidiary shall execute a guarantee and a security agreement, or supplements to the provisos at Subsidiaries Guarantee and the end Subsidiaries Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such definition) on additional Oil and Gas Properties not already subject Subsidiary shall execute such pledge agreements or supplements to a Lien of the Security Instruments such that after giving effect theretoBorrower Pledge Agreement, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all each in form and substance reasonably satisfactory to the Administrative Agent Agent, and in sufficient executed (and acknowledged where shall take such other action as shall be necessary or appropriateadvisable (including. without limitation, the execution of financing statements on form UCC-1) counterparts for recording purposes. In in order to comply with perfect the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and Liens granted by such Subsidiary is not a Guarantor, then it in favor of the Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee for all purposes under the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guarantyLoan Documents, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery Section 9.11(a) of original stock certificates evidencing this Agreement. The Agent shall be entitled to receive legal opinions of one or more counsel to 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), (C) xxxxx x xxxx in Borrower and to all of the Properties of such Subsidiary (addressing such matters as the Agent or its counsel may reasonably request, including, without limitation, the Oil enforceability of the guaranty and Gas Properties the security agreement to which such Subsidiary becomes a party and the pledge of the Capital Stock of such Subsidiary) pursuant , and the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower and/or other Subsidiaries to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to Agent for the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all benefit of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security InstrumentsLenders. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after If as of the end date of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If delivery of any Reserve Report in accordance with Section 8.12 the Mortgaged Properties do not represent all such Propertiesat least 80% of the total PV-10 Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report and located in, or in U.S. Federal waters adjacent to, the United States, after giving effect to exploration and production activities, acquisitions, dispositions and production, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within 30 days, to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted provided that Permitted Liens of the type described in clauses (a) to (e) of the definition thereofmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such PropertiesPV-10 Value of the Oil and Gas Properties located in, or in U.S. Federal waters adjacent to, the United States. 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 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (other than an Unrestricted Subsidiary) incurs or Guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee Guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests Capital Stock of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests Capital Stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) owned by the Borrower or such Material Domestic Subsidiary and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will at all times or any Domestic Subsidiary becomes the owner of a Material Foreign Subsidiary, then the Borrower shall promptly, or shall cause all such Domestic Subsidiary to promptly, pledge Capital Stock representing 65% of the Properties total combined voting power of all classes of stock entitled to vote and 100% of any other class of stock of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and each Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All of The Borrower agrees that it will not, and will not permit any Subsidiary to, xxxxx x Xxxx on any Property to secure the issued and outstanding Equity Interests of Second Lien Notes, except for such Liens granted on or before the Borrower shall at all times be pledged date hereof, without first (i) giving fifteen 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 the Pledge Agreement (other than any Equity Interests that may be issued pursuant Security Instruments in form and substance satisfactory to the Warrant Agreement)Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. (e) In the event that the Borrower shall, or shall cause a Restricted Subsidiary to, register and/or document any of its floating infrastructure assets, including, without limitation, the ATP Titan and related assets or the ATP Octabuoy and related assets, but excluding any infrastructure assets held by Unrestricted Subsidiaries, as a vessel in the ownership of the Borrower or such Restricted Subsidiary under the laws and flag of the United States or any other jurisdiction, then the Borrower shall, and shall cause such Restricted Subsidiaries to, promptly execute as security for the Indebtedness a first preferred ship mortgage for each such vessel, in a form satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with the end delivery of each monthReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)(iii)) to ascertain whether all the Mortgaged Properties represent at least (i) 80% of the total PV10 of the Oil and Gas Properties are Mortgaged Propertiesof the Borrower and the Guarantors evaluated in such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production and (ii) 80% of the Unproven Utica Shale Acreage and (iii) substantially all of each Gathering System then in operation. If In the event that the Mortgaged Properties do not represent all such Propertiessatisfy the requirements of the foregoing clauses (i) to (iii), then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant promptly grant, but in any event within sixty (60) days of delivery of the certificate required under Section 8.12(b), to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on Obligations Security Instruments covering additional Oil and Gas Properties or Gathering System rights of way and easements not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiescomply with clauses (i), (ii) and (iii) of this Section 8.14(a), as applicable. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with To the foregoing, if extent that any Subsidiary places portion of a Lien Gathering System is located on its an Oil and Gas Properties Property, rather than on separate rights of way and easements, the Borrower may elect for the Security Instrument covering such Subsidiary is not Oil and Gas Property to cover such portion of a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b)Gathering System as well. (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form the Guaranty and substance reasonably acceptable to the LendersPledge 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 formation or acquisition (Aor other similar event) of such Subsidiary to (i) execute and deliver a supplement to the Guaranty and Pledge Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such SubsidiarySubsidiary to the First Lien Administrative Agent pursuant to the Intercreditor Agreement, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all Except for Liens granted on cash collateral to secure letters of credit under the Properties of First Lien Revolving Credit Agreement, 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 Obligations, a second priority, perfected Lien (subject only to Permitted Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Subsidiary Guarantor to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All The Borrower will cause any Person guaranteeing the First Lien Debt to contemporaneously become a Guarantor hereunder in accordance with Section 8.14(b). (e) Notwithstanding any provision in any of the issued 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 outstanding Equity Interests of 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 at all times be pledged not, and shall not permit any of its Restricted Subsidiaries to, permit to the Administrative Agent pursuant to the Pledge Agreement exist any Lien on any Building or Manufactured (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b8.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreementGuarantee and Collateral Agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock or other equity 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), (C) xxxxx x xxxx grant a lien in and to all of xxx xx the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Guarantee and Collateral Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, the event that either Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien or any Loan Party acquires any property or interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property) other than property made subject to a Lien permitted under Section 9.3(g), (C) xxxxx x xxxx that is not subject to a perfected Lien in and to all favor of the Properties of Lender pursuant to the Security Documents, such Subsidiary Borrower or such Loan Party shall take such action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, Lender) as the Administrative Agent may Lender shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Lender on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that either Borrower will at all times cause or any other Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Corporate Guarantee and the Security Agreement, and the Borrower and/or any Loan Party which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Lender, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Lender and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Lender. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Lender shall be entitled to receive legal opinions of one or more counsel to such Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Lender or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or the other Loan Parties to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Lender.

Additional Collateral; Additional Guarantors. (a) Promptly after the end In connection with each delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged Properties do not represent all such Propertiesaggregate Present Value of the Loan Parties’ Proved Reserves subject to a valid, perfected and second-priority Mortgage (subject only in priority to the Liens pursuant to the First Lien Credit Documents) is less than the Required Mortgage Value, then the Parent and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the most recent Reserve Report to the Administrative Agent as security for the Indebtedness a senior valid, perfected and second-priority Lien interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents) on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate Present Value of the Oil and Gas Properties subject to a valid, perfected and Mortgage (subject in priority only to certain customary exceptions) to equal or exceed the Required Mortgage Value (provided that Excepted Liens of the type described in clauses (a) to (ed), (f) and (l) of the definition thereofthereof may exist on such Mortgage Properties, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such 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 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 9.14(b8.14(b). (b) The Parent and the Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (and each Restricted Subsidiary that subjects an Oil and Gas Property to a Mortgage pursuant to Section 8.14(a)) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Parent and the Borrower shall, or shall (i) cause such Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementSubsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Security Agreement and grants a valid, perfected second-priority security interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents and provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Security Agreement and each other applicable Security Instrument (including the filing of financing statements), and (ii) execute and deliver (or, if the direct parent of such Subsidiary is not the Parent or the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a valid, perfected and second-priority security interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents and provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all of the Equity Interests of in such Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof)) to the Administrative Agent (provided that, (C) xxxxx x xxxx in and to all of the Properties event that the direct parent of such Subsidiary (including, without limitationis not a Guarantor, the requirements in this Section 8.14(b) shall also apply to (and with respect to the Equity Interests in) such Subsidiary’s parent). (c) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Properties of Property and any Property in which a security interest is automatically created under the Security Agreement or other pre-existing Security Instrument) after the Effective Date, the Parent and the Borrower shall, or shall cause such Subsidiary) other Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a valid, perfected and second-priority security interest and Lien (subject only in priority to the Liens pursuant to the First Lien Credit Documents) therein to the extent required by the applicable Security Agreement Instruments (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist). (d) In furtherance of the foregoing in this Section 8.14, each Loan Party (including any newly created or acquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other deeds of trustadditional Security Instruments, mortgagesdocuments, agreements and instrumentscertificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in form each case as may be reasonably requested by the Administrative Agent and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged . Notwithstanding anything to the Administrative Agent contrary herein or in any other Loan Documents, the SPV Subsidiaries shall not be required to guarantee the Indebtedness pursuant to the Pledge this Agreement (or any other than any Equity Interests that may Loan Document and shall not be issued pursuant required to the Warrant Agreement)become Guarantors hereunder.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties Collateral to ascertain whether all Oil and Gas Properties are Mortgaged PropertiesCollateral. If the Mortgaged Properties do Collateral does not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries (if any) to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ej) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties Collateral will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates or other indicia evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates or other indicia exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) xxxxx gxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the material Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report prepared in connection with such redetermination pursuant to ascertain whether all Section 8.11 and the Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a senior second-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed), (f) and (l) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) 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 Mortgage to equal or exceed the Required Mortgage Value. 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. Any Restricted Subsidiary that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.13(b). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall (i) cause such Material Subsidiary to (A) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) 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 second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all of the Equity Interests in such Material Subsidiary (and will, without limitation, deliver original certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with undated stock 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) to the Administrative Agent or a bailee for the Administrative Agent. (c) In the event that the Borrower or any Material Subsidiary becomes a partner or member in a Designated Partnership or acquires additional interests in a Designated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all the Equity Interests owned by such Person in such Designated Partnership. (d) 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, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) and Lien in such Property. (e) In the event that after giving effect theretoany 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 Mortgaged 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 any Loan Party withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties will represent all of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), such Loan Party shall, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a second-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (l) 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 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 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 9.14(b)Agent. (bg) 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 Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent. (h) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form agrees that it will not, and substance reasonably acceptable to the Lenders. In connection with will not permit any such guarantyGuarantor to, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and Xxxx on any Property to all of secure the Properties of such Subsidiary (including, First Lien Debt without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory contemporaneously granting to the Administrative Agent, as security for the Administrative Agent may request Indebtedness, a second priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (Dl) execute 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 deliver such other additional closing documents, certificates and legal opinions as shall substance reasonably be requested by satisfactory to the Administrative Agent. (ci) The Borrower will at all times cause all of any Subsidiary guaranteeing the Properties of First Lien Debt that is not guaranteeing the Borrower Indebtedness to contemporaneously become a Guarantor by executing and each Subsidiary to be subject to delivering a Lien of the Security InstrumentsJoinder Agreement. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Propertiesexecute a guarantee, then the Borrower shall, and shall cause its Subsidiaries to, grant or a supplement to the Administrative Agent as security for the Indebtedness Subsidiaries Guarantee (except if such Subsidiary is a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil Foreign Subsidiary and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory Responsible Officer shall have certified to the Administrative Agent and in sufficient executed (the Lenders that the execution or such a guarantee or supplement by such Foreign Subsidiary would materially and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with adversely affect 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests tax position of such Subsidiary (including, without limitation, delivery and of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofBorrower), (C) xxxxx x xxxx in and to all the Borrower and/or any Subsidiary which is a holder of the Properties any Capital Stock of such Subsidiary (including, without limitation, the Oil and Gas Properties of shall execute such Subsidiary) pursuant pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to effect and perfect the pledge in favor of the Administrative Agent for the benefit of the Lenders of not less than (a) 65% of the outstanding Capital Stock of such Subsidiary, if such Subsidiary is a Foreign Subsidiary and a Responsible Officer shall have certified to the Administrative Agent and the Lenders that the pledge of greater than 66-2/3% of the Capital Stock of such Foreign Subsidiary would materially and adversely affect the tax position of such Subsidiary and of the Borrower, or (b) all of the Capital Stock of such Subsidiary, otherwise. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly Subject to this Section 5.10, with respect to any property acquired after the end Closing Date by any Loan Party that is intended to be subject to the Lien created by any of each monththe Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period approved by the Administrative Agent) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall review the current Mortgaged Properties to ascertain whether all Oil otherwise take such actions and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant execute and/or deliver to the Administrative Agent such documents as security for the Indebtedness a senior Lien interest (subject only Administrative Agent shall reasonably require to Excepted Liens confirm the validity, perfection and priority of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Documents on such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b)after-acquired properties. (b) The [Reserved]. (c) With respect to any fee interest in any real property acquired by Borrower or any Guarantor after the Closing Date with a purchase price of greater than $5.0 million: (i) Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as mortgagee, for its benefit and for the Administrative Agent benefit of the other Security Parties, fully executed counterparts of Mortgages, each dated as of the date of acquisition of such property duly executed by Borrower or the applicable Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may request and (D) execute and deliver such other additional closing documentsbe necessary to create a valid, certificates and legal opinions as shall reasonably perfected Lien, subject to Permitted Liens, against the properties purported to be requested by the Administrative Agent.covered thereby; (cii) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged deliver to the Administrative Agent pursuant mortgagee’s title insurance policies in favor of the Administrative Agent, as mortgagee for the ratable benefit of the Security Parties in an amount equal to 100% of the fair market value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and shall be accompanied by evidence of the payment in full of all premiums thereon; and (iii) Borrower shall deliver to the Pledge Agreement Administrative Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (A) an updated survey certification in favor of the Administrative Agent (for its benefit and for the benefit of the other than any Equity Interests Secured Parties) from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (B) an affidavit from Borrower and the Guarantors stating that may there has been no change, other than, in each case, changes that do not materially adversely affect the use by Borrower or such Guarantor, as applicable, of such Premises for Borrower or such Guarantor’s business as so conducted, or intended to be issued pursuant to the Warrant Agreement)conducted, at such Premises.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, If the Borrower shall review the current Mortgaged Properties to ascertain whether all or any of its Restricted Subsidiaries acquires any Oil and Gas Properties are Mortgaged Properties. If located in, or in U.S. Federal waters adjacent to, the Mortgaged Properties do United States or other assets not represent covered by the liens of the Orders on the Closing Date, the Borrower and Guarantors shall promptly grant a mortgage and security interest in all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant properties to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such PropertiesCollateral Agent. All such Liens will be created and perfected by and in accordance with the provisions of the Orders and such deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposespurposes together with such opinions of counsel as may be reasonably requested by the Collateral Agent or the Required Lenders. 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 9.14(b8.14(b). (b) The In the event that (i) any Restricted Subsidiary is or becomes a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (other than an Unrestricted Subsidiary) incurs or Guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee Guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests Capital Stock of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests Capital Stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) owned by the Borrower or such Material Domestic Subsidiary and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or the Required Lenders. (c) The Borrower will at all times cause all In the event that any Credit Party or any Domestic Subsidiary becomes the owner of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of Material Foreign Subsidiary, then the Borrower shall at promptly, or shall cause such Credit Party or Domestic Subsidiary to promptly, pledge the Capital Stock (or, if, in the good faith judgment of the Borrower, doing so would result in material adverse tax consequences to the Credit Parties, pledge Capital Stock representing 65% of the total combined voting power of all times classes of stock entitled to vote and 100% of any other class of stock) of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be pledged to requested by the Administrative Agent pursuant to or the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Required Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after If as of the end date of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If delivery of any Reserve Report in accordance with Section 8.12 the Mortgaged Properties do not represent all such Propertiesat least 80% of the total PV-10 Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report and located in, or in U.S. Federal waters adjacent to, the United States, after giving effect to exploration and production activities, acquisitions, dispositions and production, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within 30 days, to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted provided that Permitted Liens of the type described in clauses (a) to (e) of the definition thereofmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such PropertiesPV-10 Value of the Oil and Gas Properties located in, or in U.S. Federal waters adjacent to, the United States. 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 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (other than an Unrestricted Subsidiary) incurs or Guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee Guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests Capital Stock of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests Capital Stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) owned by the Borrower or such Material Domestic Subsidiary and (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will at all times or any Domestic Subsidiary becomes the owner of a Material Foreign Subsidiary, then the Borrower shall promptly, or shall cause all such Domestic Subsidiary to promptly, pledge Capital Stock representing 65% of the Properties total combined voting power of all classes of stock entitled to vote and 100% of any other class of stock of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and each Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All of The Borrower agrees that it will not, and will not permit any Subsidiary to, xxxxx x Xxxx on any Property to secure the issued and outstanding Equity Interests of Second Lien Notes, except for such Liens granted on or before the Borrower shall at all times be pledged Closing Date, without first (i) giving fifteen 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 the Pledge Agreement (other than any Equity Interests that may be issued pursuant Security Instruments in form and substance satisfactory to the Warrant Agreement)Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. (e) In the event that the Borrower shall, or shall cause a Restricted Subsidiary to, register and/or document any of its floating infrastructure assets, including, without limitation, the ATP Titan and related assets or the ATP Octabuoy and related assets, but excluding any infrastructure assets held by Unrestricted Subsidiaries, as a vessel in the ownership of the Borrower or such Restricted Subsidiary under the laws and flag of the United States or any other jurisdiction, then the Borrower shall, and shall cause such Restricted Subsidiaries to, promptly execute as security for the Indebtedness a first preferred ship mortgage for each such vessel, in a form satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each monthcalendar quarter, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries Affiliates to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary Affiliate places a Lien on its Oil and Gas Properties and such Subsidiary Affiliate is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary Affiliate to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary Affiliate to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary Affiliate (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiaryAffiliate, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) xxxxx gxxxx x xxxx in and to all of the Properties of such Subsidiary Affiliate (including, without limitation, the Oil and Gas Properties of such SubsidiaryAffiliate) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary Affiliate to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all that constitute Oil and Gas Properties are (as described in Section 8.12(c)(iv)) to ascertain whether such Mortgaged PropertiesProperties represent at least 80% of the Engineered 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. If In the event that such Mortgaged Properties do not represent all at least 80% of such PropertiesEngineered Value, then the Borrower shall, and shall cause its Subsidiaries the Subsidiary Guarantors to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c). (or such later date as may be acceptable to the Administrative Agent), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report 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 all at least 80% of such PropertiesEngineered 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 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 9.14(b8.14(b). (b) The Borrower shall promptly cause each Subsidiary of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral 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 acquisition (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent), (i) cause such Subsidiary to: (A) to execute and deliver such guaranty agreementa supplement to the Guarantee and Collateral Agreement, (Bii) pledge cause all of the Equity Interests of such 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 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), (C) xxxxx x xxxx in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory be delivered to the Administrative Agent, as the Administrative Agent may request and (Diii) 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. (c) The Borrower agrees that it will at all times cause all of not, and will not permit any Guarantor to, xxxxx x Xxxx on any Property to secure the Properties of the Borrower and each Subsidiary to be subject to a Second Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged Notes without contemporaneously granting to the Administrative Agent Agent, as security for the Indebtedness, a first-priority, perfected Lien (subject to Liens permitted by Section 9.03, it being understood that the Liens permitted under Section 9.03(c) shall be subordinated to the Liens securing the Indebtedness pursuant to the Pledge Agreement (other than any Equity Interests that may be issued terms and conditions of the Intercreditor Agreement) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Warrant Agreement)Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Guarantor to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties Collateral to ascertain whether all Oil and Gas Properties are Mortgaged PropertiesCollateral. If the Mortgaged Properties do Collateral does not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries (if any) to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ei) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties Collateral will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. 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 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a the Guaranty and Collateral Agreement or another guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates or other indicia evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates or other indicia exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) xxxxx x xxxx grant a lien in and to all of the Properties txx Xxxxxxxxxs of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement Instruments and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the material Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All Instruments and will execute and deliver, and cause each Subsidiary to execute and deliver, all Security Instruments from the time to time requested by the Administrative Agent. Notwithstanding the foregoing, however, or any other provisions hereof, the Borrower will have no obligation to make subject to the Lien of the issued and outstanding Equity Security Interests any Hydrocarbon Interests to which no Proved Reserves are attributed except upon the affirmative request of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.