Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 and, solely with respect to any Foreign Guarantor or any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 and, solely with respect to any Foreign Guarantor or any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations4.21, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Closing Date by any Debtor Loan Party that is intended to be subject to the Lien created by this Agreement and/or any of the Collateral Other Documents but is not so subject, the Loan Parties shall promptly (and in any event within thirty (30) 30 days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees tothereof) (i) execute and deliver to the Administrative Agent such amendments or supplements to this Agreement and/or the relevant Collateral Other Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicableLenders, a Lien on such property subject to no Liens (other than Liens permitted pursuant Permitted Encumbrances and subject to Section 6.01the terms of the Intercreditor Agreement), and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by this Agreement and/or such Collateral Other Document in accordance with all applicable Lawrequirements of law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers Loan Parties shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith (consistent with the closing conditions hereof) to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of this Agreement and the Collateral Other Documents on against such after-acquired properties. (b) In the case of any U.S. Guarantor, The Loan Parties shall Promptly grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) 75 days of the acquisition thereof or such longer period thereof, as the Administrative Agent may determine, security interest in its sole discretion, a and Mortgage on (i) each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased by such U.S. Guarantor Loan Party as is acquired by such U.S. Guarantor Loan Party after the Effective Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 250,000, and (ii)~unless the Agent or the Required Lenders otherwise consent, each leased Real Property of such Loan Party which lease individually has a fair market value of at least $1,000,000, in each case, as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunderby Section 4.22). (i) In the case of any U.S. Guarantor grant . Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative AgentAgent and shall constitute valid and enforceable perfected Liens subject only to Permitted Encumbrances described in clauses (a), as soon as practicable (b), (f), and (h) (but prior to any Liens described in any event within sixty clauses (60a), (b) days and (f) of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such definition thereof. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor Loan Party shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by including a legal opinionTitle Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

Additional Collateral. (a) Subject In the event that Borrower desires to this Section 5.13 and Section 5.15 and, solely with respect to any Foreign Guarantor use proceeds of the Loans or any Collateral Document governed by foreign LawLetter of Credit to directly or indirectly acquire Real Estate or any interest therein or to refinance indebtedness secured thereby, such Real Estate shall be required to become a Mortgaged Property as a condition thereto. No Real Estate shall be included as a Mortgaged Property unless and until the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) following conditions precedent shall have been satisfied: US_ACTIVE\121755035\V-6 (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent Real Estate shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and be Eligible Real Estate; (ii) take if such Real Estate is owned by a Wholly-Owned Subsidiary of the Borrower, said Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (iii) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Real Estate shall have executed and delivered to the Agent all commercially reasonable actions necessary to cause such Lien to be duly perfected Guarantor Qualification Documents, all of which instruments, documents or agreements shall, to the extent required by such Collateral Document in accordance with all applicable Lawthis Agreement, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent Agent; and (iv) after giving effect to the inclusion of such Eligible Real Estate, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of such Mortgaged Property with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing and the Administrative AgentAgent shall have received a certificate of the Borrower to such effect. For the avoidance of doubt, the delivery by Borrower to Agent of the Guarantor Qualification Documents or the Eligible Real Estate Qualification Documents shall not modify any representation, warranty or covenant in this Agreement or the other Loan Documents. (b) If such Real Estate is owned by a Wholly Owned Subsidiary of Borrower, then Borrower shall pledge to Agent 100% of the Equity Interests in respect the Wholly Owned Subsidiary owning or leasing the Real Estate pursuant to the Assignment of such Mortgage)Interests and as provided in Schedule 5.3. (c) SubjectBorrower shall on or before the date that is ninety (90) days (unless extended in the Agent’s sole discretion, solely with respect but in any case, not to exceed one hundred and twenty (120) days) following the date of acquisition of any Real Estate by Borrower or such Subsidiary which becomes a Mortgaged Property or following the disbursement of any proceeds of the Loan to be used to refinance indebtedness secured thereby, cause to be executed and delivered to the Company and each Foreign SubsidiaryAgent all Eligible Real Estate Qualification Documents, all of which to the Agreed Security Principlesextent required by this Agreement, the Legal Reservations shall be in form and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement substance satisfactory to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicableAgent. (d) Notwithstanding The Mortgage and Assignment of Leases and Rents for each Mortgaged Property shall be effective upon the foregoing provisions delivery thereof, but shall not be recorded until the occurrence of this Section 5.13 an Event of Default (except with respect to 20-00 00xx Xxxxxx and 612 Wxxxxxx, for which the Mortgages, Assignments of Leases and Rents, UCC financing statements and fixture filings shall be recorded and/or filed, as applicable, on or anything about the First Amendment Date). Upon the occurrence of an Event of Default, the Agent may, and upon the direction of the Required Lenders, shall, record the Mortgage and Assignment of Leases and Rents and file UCC financing statements and fixture filings with respect to the Mortgaged Properties as deemed necessary by Agent in this Agreement the US_ACTIVE\121755035\V-6 public records without any further action of or notice to the Borrower or any other Loan Document party and without waiving such Event of Default. In addition, the Borrower shall promptly deliver or cause to be delivered to the contraryAgent such further documents as may be reasonably requested by the Agent relating to such Real Estate, Liens including without limitation, owner’s affidavits, updated legal opinions and copies of leases and such changes to the Mortgage and Assignment of Leases and Rents as may be necessary or desirable to comply with changes in applicable law. In connection with the recording of the Mortgage and Assignment of Leases and Rents for any Mortgaged Property as provided herein, the Agent may obtain, at the Borrower’s sole cost and expense, a mortgagee’s title insurance policy with respect to each Mortgaged Property encumbered by such Mortgage and Assignment of Leases and Rents in such amount as is determined by the Agent. The Borrower shall upon demand pay the cost of any such mortgagee’s title insurance policy, the cost of any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges which are demanded in connection with the recording of any of the Mortgages or Assignments of Leases and Rents. In addition, the Borrower shall pay within five (5) days after demand any and all costs, fees, intangible tax, documentary or mortgage tax, assessments or charges as are demanded by any governmental authority by reason of any Mortgage or Assignment of Leases and Rents to Agent prior to the recording of the same. In the event that the Borrower fails to pay such amounts as provided in this section, then the Banks may advance such amounts as are required to be granted from time paid as Loans hereunder, which Loans shall bear interest at the Default Rate. (e) Within ten (10) days of the Borrower acquiring, forming, holding or otherwise receiving or owning after the Closing Date any Equity Interest in a Subsidiary or Unconsolidated Affiliates (other than an Equity Interest in a Subsidiary that is covered by §5.4(a) or that is an Unpledgeable Interest), the Borrower shall cause to time be delivered to the Agent each of the following in form and substance reasonably satisfactory to the Agent: (i) a supplement or amendment to the Assignment of Interests (or if no Assignment of Interests has been executed by the applicable party, then the Assignment of Interests) executed by the Borrower or the applicable Subsidiary, subjecting such Equity Interest (or interest therein) to the Lien of the Assignment of Interests; (ii) all original existing certificates, if any, representing shares of Equity Interests pledged pursuant to this Section 5.13 the Assignment of Interests, together with an undated stock or similar power for each such certificate executed in blank by Foreign Guarantors a duly authorized officer of Borrower or under Collateral Documents governed such Subsidiary, together with an Acknowledgement substantially in the form of Exhibit G to the Assignment of Interests, duly executed by foreign Law any issuer of such Equity Interest; (iii) all formation and organizational agreements relating to any Person to which such pledged Equity Interest relate as Agent may reasonably require; (iv) results from a recent UCC lien search as to Borrower or the applicable Subsidiary in such jurisdictions as Agent may designate, which results shall be subject satisfactory to the Agreed Security PrinciplesAgent; and (v) such certified organizational documents, the Legal Reservations updated good standing certificates, resolutions, incumbency certificates, legal opinions and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, other documents as agreed between the Administrative Agent and the Companymay reasonably require.

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 and, solely In connection with respect to any Foreign Guarantor or any Collateral Document governed by foreign Laweach redetermination of the Borrowing Base, the Agreed Security Principles, Borrower shall review the Legal Reservations Reserve Report and the Legal Limitations, with respect list of current Mortgaged Properties to any property (or material property, in respect of IP Rights) acquired after ascertain whether the Effective Date by any Debtor that is intended to be subject to the Lien created by any Mortgaged Properties represent at least 80% of the Collateral Documents but is PV-9 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. In the event that the Mortgaged Properties do not so subjectrepresent at least 80% of such PV-9, promptly (then the Borrower shall, and in any event shall cause its Subsidiaries to, grant, within thirty (30) days after of delivery of the acquisition thereof or such later time as the Administrative Agentcertificate required under Section 8.07(c), acting reasonably and in good faith, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the a first-priority Lien on additional Oil and Gas Properties not already subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days Lien of the acquisition thereof or Security Instruments such longer period as that after giving effect thereto, the Administrative Agent may determine Mortgaged Properties will represent at least 80% of such PV-9. All such Liens will be created and perfected by and in its sole discretionaccordance with the provisions of deeds of trust, a Mortgage in form reasonably satisfactory to the Administrative Agent security agreements and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement financing statements or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establishSecurity Instruments, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative 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 its Equity Interests shall be pledged as contemplated by Section 8.08(a). In connection with the foregoing, the Borrower agrees to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent) in respect of such Mortgage). (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

Additional Collateral. The Borrower will furnish to the Administrative Agent prompt written notice of (a) Subject to this Section 5.13 and Section 5.15 and, solely with respect to the acquisition by any Foreign Guarantor or Credit Party of any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired owned Real Estate Asset after the Effective Date Closing Date, (b) the acquisition by any Debtor that is intended to be subject to Credit Party of After-Acquired Intellectual Property and (c) the Lien created acquisition by any Credit Party of any other material assets (other than any assets constituting Excluded Property) after the Closing Date, other than any such assets constituting Collateral under the Collateral Documents but is not so subjectin which the Collateral Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Collateral Document) upon the acquisition thereof. The Borrower will, as promptly (as practicable and in any event within thirty 60 days (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent (acting at the direction of the Requisite Lenders) may determineagree to in writing), in its sole discretioncause the requirements of clause (g) of the Collateral and Guarantee Requirement to be satisfied with respect to such Material Real Estate Asset. With respect to After-Acquired Intellectual Property, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative AgentBorrower will, as soon promptly as practicable but and in any event within sixty 60 days (60) days of the acquisition thereof or such longer period as the Administrative Agent (acting at the direction of the Requisite Lenders) may determine agree to in its sole discretionwriting), a Mortgage in form reasonably satisfactory to provide the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establishwritten notice thereof, perfectand, preserve and protect the Liens in favor upon request of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages Agent, such Borrower shall promptly execute and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent the appropriate Intellectual Property Security Agreements or such documents other actions as the Administrative Agent reasonably deems appropriate under applicable Law to evidence or the Administrative Agent shall reasonably require in good faith perfect its Lien on any Intellectual Property Collateral, or otherwise to confirm the validity, perfection and priority (subject give effect to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions intent of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the CompanyAgreement.

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 andIf, solely with respect to any Foreign Guarantor or any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to Date, the Lien created by --------------------- Company or any of its Subsidiaries shall acquire any assets on which the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably for the benefit of the Agent and in good faiththe Lenders, agrees to) does not have a perfected Lien, other than any stock of any corporation, the Company (i) shall execute and deliver deliver, or shall cause the appropriate Subsidiary to execute and deliver, to the Administrative Agent such amendments or supplements to this Agreement, the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably or the Required Lenders deem necessary or advisable in good faith order to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to Agent and the relevant Secured Parties directly, as applicableLenders, a Lien on security interest in such property subject to no Liens other than Liens permitted pursuant to Section 6.01assets, and (ii) take shall take, or shall cause the appropriate Subsidiary to take, all commercially reasonable actions necessary or advisable to cause such Lien to be duly perfected grant to the extent required by Agent, for the benefit of the Agent and the Lenders, a perfected first priority security interest in such Collateral Document in accordance with all applicable Lawassets, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested in good faith required by the Administrative appropriate Security Agreement or by law or as may be requested by the Agent and (iii) shall, upon the request of the Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or , deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject legal opinions relating to the Intercreditor Agreementmatters described in the preceding clauses (i) and (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent and the Required Lenders; provided -------- that the Company and its Subsidiaries shall not be required to grant Liens on any such assets consisting of real property unless requested to do so by the Lien of the Collateral Documents on such after-acquired propertiesAgent. (b) In The Company shall, and shall cause each of its Subsidiaries to, at any time and from time to time upon the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days request of the acquisition thereof or such longer period as the Administrative Agent may determine, (in its sole discretion), a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In execute a first priority mortgage or deed of trust, as the case may be (subordinate only to such mortgages or deeds of any U.S. Guarantor grant trust as are necessary to permit the Administrative AgentCompany or such Subsidiary, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or case may be, to purchase such longer period as the Administrative Agent may determine in its sole discretionreal estate), a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or Agent, for the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) benefit of the Lien of any existing Mortgage or new Mortgage against Agent and the Lenders, covering such after-acquired Real Property (includingreal estate, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent Required Lenders, (ii) provide the Lenders with title and extended coverage insurance covering such real estate in an amount equal to the Administrative Agent) in respect purchase price of such Mortgage)real estate as well as a current ALTA survey thereof, together with a surveyor's certificate in form and substance reasonably satisfactory to the Required Lenders and (iii) provide the Lenders with environmental audits from environmental consultants reasonably acceptable to the Agent with respect to each such parcel of real estate. (c) SubjectIf, solely after the Effective Date, the Company or any of its Subsidiaries shall acquire any stock of any corporation, the Company (i) shall (or, if such stock is acquired by a Subsidiary of the Company, the Company shall cause such Subsidiary to) execute and deliver to the Agent such pledge agreements and other documents and instruments as the Agent or the Required Lenders deem necessary or advisable in order to grant to the Agent, for the benefit of the Agent and the Lenders, a perfected first priority security interest in such stock and shall deliver to the Agent the certificates representing such stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company (or such Subsidiary, as the case may be), (ii) shall, if such stock is all or substantially all of the stock of such corporation, cause such corporation (A) to guarantee the Extensions of Credit and other obligations hereunder, (B) to execute and deliver to the Agent such security agreements and other documents and instruments as the Agent or the Required Lenders reasonably deem necessary or advisable in order to grant to the Agent, for the benefit of the Agent and the Lenders, a perfected first priority security interest in all assets of such corporation, (C) to take such additional actions as are necessary or advisable to grant to the Agent for the benefit of the Agent and the Lenders a perfected first priority security interest in the Collateral described in such security agreement and other documents and instruments with respect to such corporation, including, without limitation, the Company filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by such security agreement or other documents and each Foreign Subsidiaryinstruments or by law or as may be requested by the Agent and (D) in the event that such corporation has Subsidiaries of its own, to cause such Subsidiaries to execute and deliver such documents, instruments and agreements as may be necessary to cause such Subsidiaries to guarantee the Agreed Security Principles, the Legal Reservations Extensions of Credit and the Legal Limitations, cause each other obligations of the Company and any Subsidiary that is not already a Guarantor hereunder and that is to grant to the Agent, for the benefit of the Agent and the Lenders, a “Foreign Guarantor” or a “US Guarantor” under perfected first priority security instruments in all assets of such Subsidiaries and as defined take the other relevant actions described above and (iii) shall, upon the request of the Agent, deliver to the Agent legal opinions relating to the matters described in the DIP Term Loan Agreement preceding clauses (i) and (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicablethe Agent and the Required Lenders. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principlessubsection 9.14, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the CompanyLenders hereby agree that the Company and its Subsidiaries shall not be required to grant to the Agent, for the benefit of the Agent and the Lenders, a security interest in the assets or in more than 66% of the capital stock of any Subsidiary of the Company which is incorporated under the laws of a jurisdiction which is not within the United States of America, and no such non-United States Subsidiary shall be required to guarantee the obligations of the Company hereunder.

Additional Collateral. (a) Subject If (i) any Pacific Routes, Pacific Route Slots or Pacific Route Gate Leaseholds or (ii) any other properties or assets that are intended to this Section 5.13 and Section 5.15 constitute Collateral under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral), in each case are acquired by the Borrower or any Subsidiary after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and, solely with respect to any Foreign Guarantor in each case at its own expense, (1) cause such property or any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended assets to be subjected to a first-priority Lien securing the Obligations, subject to Liens permitted under Section 6.01, to the Lien created by extent required under the applicable Collateral Documents, (2) take, and cause its Subsidiaries to take, such actions as shall be reasonably required to create, grant, establish, preserve and perfect such Liens (including to obtain any release or termination of Liens not permitted under Section 6.01) in favor of the Collateral Documents but is not so subjectTrustee for the benefit of the Secured Parties in accordance with the other provisions of this Agreement or the Collateral Documents, promptly (and in any event within thirty (303) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to extent that the relevant Collateral Documents or such other documents fair market value (as the Administrative Agent shall reasonably deem necessary or advisable determined in good faith to grant by the Borrower) of such Collateral or other assets or properties equals or exceeds $10,000,000, deliver to the Administrative Agent, for its the benefit of the Lenders, and the Collateral Trustee, for the benefit of the other Secured Parties or Parties, an Officer's Certificate with respect to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, matters described in subclauses (1) and (ii2) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determinehereof, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent Agent, and (4) to the extent that the fair market value (as determined in good faith by the Borrower) of such Collateral or other assets or properties equals or exceeds $100,000,000 and the Borrower or the applicable Guarantor shall have entered into a Collateral Document or a joinder thereto in satisfaction of its obligations under subclauses (1) and (2) hereof, deliver to the Xxxxxxxxxx- tive Agent, for the benefit of the Lenders, and the Collateral Trustee, for the benefit of the Secured Parties, a written opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) in respect of such Mortgage). (c) Subjectto the Borrower and the Guarantors, solely as applicable, with respect to the Company matters described in subclauses (1) and (2) hereof, in each Foreign Subsidiary, case in form and substance reasonably satisfactory to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicableAdministrative Agent. (db) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.[reserved]

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 and, solely with respect to any Foreign Guarantor or any Collateral Document governed by foreign LawUpon the request of the Agent, the Agreed Security Principles, Borrower shall use commercially reasonable efforts and undertake such reasonable action and execute such documents as may be reasonably necessary to permit the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or lenders, to obtain a pledge of the Equity Interests in the Subsidiaries of the Borrower that own the Plymouth 20 Assets to secure the Obligations, with the execution and delivery of any such pledge being subject to the relevant Secured Parties directlyrequirement that the Agent shall enter into an acceptable intercreditor agreement with the lender(s) under the Plymouth Industrial 20 LLC Loan Facility (or any replacements(s) thereof). To the extent necessary in order to grant such additional collateral, Borrower shall cause each applicable Subsidiary that owns an Equity Interest in the Subsidiaries of the Borrower that own the Plymouth 20 Assets to execute and deliver to Agent a Joinder Agreement wherein, as applicableapproved by the Agent and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be authorized, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Lawits respective organizational documents, including the filing of financing statements in to be a Subsidiary Guarantor hereunder and to execute such jurisdictions Security Documents as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determinereasonably require. Borrower shall further cause all representations, in its sole discretion, a Mortgage on each parcel of Real Property located covenants and agreements in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely Loan Documents with respect to the Company Subsidiary Guarantors to be true and correct with respect to each Foreign Subsidiarysuch Subsidiary from and after the date such Subsidiary executes and delivers a Joinder Agreement. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the Agreed Security PrinciplesAgent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.may reasonably require

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 and, solely In connection with respect to any Foreign Guarantor or any Collateral Document governed by foreign Lawthe delivery of each Reserve Report, the Agreed Security PrinciplesBorrower shall deliver a list of current Mortgaged Properties (as described in Section 5.12(d)) to ascertain whether the Mortgaged Properties represent at least the Minimum Collateral Amount after giving effect to exploration and production activities, acquisitions, dispositions and production. In the Legal Reservations and event that the Legal LimitationsMortgaged Properties do not represent at least the Minimum Collateral Amount, with respect to any property then within 30 days thereafter (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time date as the Administrative AgentCollateral Agent may agree in its reasonable discretion) the Borrower shall, acting reasonably or shall cause a Restricted Subsidiary to, grant to the Collateral Agent as security for the Obligations a perfected security interest and lien (subject in priority only to Permitted Prior Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Minimum Collateral Amount. All such Liens will be created and perfected by and in good faithaccordance with the provisions of mortgages, agrees to) (i) execute deeds of trust, security agreements and deliver financing statements or other Security Instruments, all in form and substance satisfactory to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem and in sufficient executed (and acknowledged where necessary or advisable in good faith to grant to the Administrative Agent, appropriate) counterparts for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired propertiesrecording purposes. (b) In the case of event that the Borrower or any U.S. GuarantorRestricted Subsidiary grants a Lien on any property to secure any obligations under any First Lien Loan Document, the Borrower will, and will cause such Restricted Subsidiary to, contemporaneously therewith grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Collateral Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for to secure the Obligations (unless a Lien on the subject same property is already mortgaged pursuant to a third party Security Instruments in form and substance satisfactory to the extent permitted hereunder)Collateral Agent. (ic) In addition, from time to time, the case of any U.S. Guarantor grant to the Administrative AgentBorrower will, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in at its sole discretioncost and expense, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for secure the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages by pledging or instruments related thereto shall be duly recorded creating, or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required causing to be granted pursuant pledged or created, perfected security interests with respect to the Mortgages such of its assets and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents properties as the Administrative Agent or the Administrative Required Lenders shall designate within 30 days of such designation (or such later date as the Collateral Agent may agree (it being understood that it is the intent of the parties that the Obligations shall reasonably require in good faith to confirm be secured by substantially all the validity, perfection assets of the Borrower and priority its Restricted Subsidiaries (subject including real and other properties acquired subsequent to the Intercreditor Agreement) Closing Date)); provided that, neither the Borrower nor any Restricted Subsidiary shall be required to take additional action with respect to assets specifically excluded from Collateral in the Security Instruments and assets which in the reasonable judgment of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue are of state Law that should de minimis value or for which the cost of obtaining a perfected security interest outweighs the value thereof. Such security interests and Liens will be addressed by a legal opinioncreated under the Security Instruments and other security agreements, a local counsel opinion mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent Collateral Agent, and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely with respect Borrower shall deliver or cause to be delivered to the Company Collateral Agent all such instruments and each Foreign Subsidiary, documents (including legal opinions and lien searches but excluding title insurance) as the Collateral Agent shall reasonably request within such thirty-day period to evidence compliance with this Section. The Borrower agrees to provide such evidence as the Collateral Agent shall reasonably request as to the Agreed Security Principles, the Legal Reservations perfection and the Legal Limitations, cause priority status of each of the Company such security interest and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicableLien. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

Additional Collateral. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to consent of the Agent (which consent may be withheld in its sole and absolute discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the calculation of Borrowing Base Availability. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, the Required Lenders): (a) Subject to this Section 5.13 and Section 5.15 and, solely with respect to any Foreign Guarantor or any such Potential Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to shall be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties.Eligible Real Estate; (b) In such Real Estate shall be owned by a Wholly-Owned Subsidiary of the case Borrower, and said Wholly-Owned Subsidiary (and each other Subsidiary of any U.S. GuarantorBorrower owning an interest therein) shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (c) prior to or contemporaneously with such addition, grant the Borrower shall have submitted to the Administrative Agent, as soon as practicable but in any event within sixty (60) days Agent a Compliance Certificate prepared using the financial statements of the acquisition thereof Borrower most recently provided or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant provided to the Mortgages Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Real Estate shall have executed and delivered to the Agent all taxesBorrowing Base Qualification Documents, fees and other charges payable in connection therewith all of which instruments, documents or agreements shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and Agent; (e) after giving effect to the Administrative Agent) in respect inclusion of such Mortgage). (c) SubjectEligible Real Estate, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company representations and warranties made by or on behalf of the Borrower or the Guarantors or any Subsidiary that is not already a Guarantor hereunder of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connections with this Agreement shall be true in all material respects both as of the date of which it was made and that is a “Foreign Guarantor” or a “US Guarantor” under shall also be true as of the time of the addition of such Borrowing Base Property with the same effect as if made at and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunderof that time, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document except to the contrary, Liens extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be granted from time true and correct only as of such specified date), and no Default of Event of Default shall have occurred and be continuing and the Agent shall have received a certificate of the Borrower to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law such effect; and (f) the Agent as required above shall be subject have consented to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in inclusion of such Collateral Documents and, to the extent appropriate Real Estate in the applicable jurisdictioncalculation of Borrowing Base Availability, as agreed between which consent may be granted in the Administrative Agent Agent’s sole and the Companyabsolute discretion.

Additional Collateral. (a) Subject From time to this Section 5.13 time, the Borrower will, at its cost and Section 5.15 andexpense, solely secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to any Foreign Guarantor or any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations such of its assets and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents properties as the Administrative Agent or the Administrative Agent Required Lenders shall reasonably require in good faith to confirm designate within 30 days of such designation (or such later date as the validity, perfection Required Lenders may agree (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Loan Parties and priority each of its Subsidiaries (subject including real and other Property acquired subsequent to the Intercreditor Agreement) Closing Date)); provided that, neither the Loan Parties nor any of its Subsidiaries shall be required to take additional action with respect to assets specifically excluded from Collateral in the Security Instruments and assets which in the reasonable judgment of the Lien Required Lenders are of any existing Mortgage de minimis value or new Mortgage against such after-acquired Real Property (includingfor which the cost of obtaining a perfected security interest outweighs the value thereof. Such security interests and Liens will be created under the Security Instruments and other security agreements, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue mortgages, deeds of state Law that should be addressed by a legal opinion, a local counsel opinion trust and other instruments and documents in form and substance reasonably satisfactory to the Required Lenders and the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions and lien searches but excluding title insurance) as the Administrative Agent) in respect of Collateral Agent or the Required Lenders shall reasonably request within such Mortgage). (c) Subject, solely thirty-day period to evidence compliance with respect this Section. The Borrower agrees to provide such evidence as the Collateral Agent or the Required Lenders shall reasonably request as to the Company perfection and priority status of each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations such security interest and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicableLien. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

Additional Collateral. As soon as practicable after (ax) Subject the acquisition by the Issuer or any Guarantor of (A) any asset or property of the type which constitutes personal property with a fair market value (as determined in good faith by such Issuer or Guarantor and set forth in an Officers’ Certificate delivered to this Section 5.13 the Trustee) in excess of $5,000,000 individually or $10,000,000 in the aggregate or (B) a fee interest in Real Property located in the United States having a book value or estimated fair market value in excess of $2,500,000 (as determined in good faith by the Board of Directors of the Issuer or such Guarantor and Section 5.15 set forth in an Officers’ Certificate delivered to the Trustee) and to the extent not an Excluded Asset and (y) the designation of an Unrestricted Subsidiary as a Restricted Subsidiary: (i) the Issuer or applicable Guarantor, as the case may be, and the Collateral Agent shall enter into such amendments or supplements to the Security Documents or such additional Mortgages (in each case in registrable or recordable form) and other Security Documents, and, solely with respect at or prior to any Foreign Guarantor the times required by this Indenture or any Collateral Document governed by foreign Lawthe Security Documents, the Agreed Issuer shall cause such amendments, supplements, mortgages and other Security Principles, Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and Security Interest in such after-acquired property in favor of the Legal Reservations Collateral Agent (subject to no Liens except Permitted Collateral Liens and Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement)) and the Legal Limitations, Issuer shall complete all other actions necessary to perfect the Collateral Agent’s Security Interest in such property in accordance with respect to any the provisions hereof and the provisions of the applicable Security Documents; (ii) in the case of additional Collateral which constitutes personal property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Security Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof Issuer or such later time applicable Guarantor, as the Administrative Agentcase may be, acting reasonably and in good faith, agrees to) (i) execute and shall also deliver to the Administrative Trustee and Collateral Agent the following: (A) an Opinion of Counsel required pursuant to Section 10.2 below; (B) an Officers’ Certificate of the Issuer stating that any specific Liens on such amendments personal property are Permitted Collateral Liens; (C) evidence of payment or supplements a closing statement indicating payments to be made of all filing fees, recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee and Collateral Agent (and any local counsel) that may be incurred to validly and effectively subject such personal property to the relevant Lien of any applicable Security Document to perfect such Liens; and (D) UCC, judgment, bankruptcy, tax lien and intellectual property searches confirming that such personal property is subject to no Liens other than Permitted Collateral Documents Liens; (iii) in the case of additional Collateral which constitutes Real Property, the Issuer or such other documents applicable Guarantor, as the Administrative case may be, shall also deliver to the Trustee and the Collateral Agent shall reasonably deem necessary or advisable the following: (A) to the extent the value of such Real Property (as determined in good faith to grant by the Issuer and set forth in an Officers’ Certificate delivered to the Administrative Trustee) (1) exceeds $10,000,000, a title insurance policy or an endorsement to an existing title insurance policy, or its equivalent, and in an amount at least equal to 100% of the purchase price of such Real Property to the extent permitted by the laws of the local jurisdiction and in compliance with the Title Company’s underwriting policies (or, if such property was not purchased or such purchase price cannot be determined by the Issuer, the fair market value thereof as reasonably determined in good faith by the Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee), in favor of the Collateral Agent insuring that the Lien of the Security Documents or any additional Security Documents constitutes a valid and perfected first priority Security Interest, subject to no Liens except Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement) on such Real Property and containing such endorsements and other assurances of the type described in Section 10.1(c)(ii)(A) and (2) is $10,000,000 or less, title, UCC fixture filing, judgment, bankruptcy and tax lien searches confirming that such Real Property is subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement); (B) Opinions of Counsel, addressed to the Trustee and the Collateral Agent for its benefit and the benefit of the Secured Parties, from (1) counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of the Mortgages by the applicable Issuer or Guarantor and (2) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) exceeds $10,000,000, local counsel in each jurisdiction where such Real Property is located, as to the enforceability of the Mortgages and such other matters as shall be reasonably requested by the Trustee, in each of the cases described in clauses (1) and (2) of this clause (B), substantially in the form of such opinions of counsel delivered pursuant to Section 10.1(c)(ii)(B); (C) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) exceeds $10,000,000, a survey with respect to such Real Property to the extent necessary to cause the Title Company to issue the title insurance policy required by Section 10.1(b)(iii)(A); (D) policies or certificates of insurances covering the property and assets of the Issuer and the Guarantors, which policies or certificates shall be substantially in the form of the policies or certificates of insurance delivered on the Issue Date, or thereafter pursuant to Section 10.1(c)(i)(E), and reflect the Collateral Agent, for its benefit and the benefit of the Secured Parties, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements of the character contained in the policies or certificates of insurance delivered on the Issue Date; (E) evidence of payment by the Issuer of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and fixture filings encumbering such Real Property and issuance of the title insurance policy required by Section 10.1(b)(iii)(A); (F) proper fixture filings under the UCC on Form UCC-1 for filing under the UCC in the appropriate county in which such Real Property is located, desirable to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the other Secured Parties or Parties; (G) with respect to such Real Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the relevant Secured Parties directly, as applicable, a Lien on such property subject Title Company to no Liens other than Liens permitted pursuant to Section 6.01, issue the title policies and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent endorsements required by such Collateral Document in accordance with all applicable Law, including Section 10.1(b)(iii)(A); and (iv) the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers Issuer shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection Trustee an Opinion of Counsel and priority (subject an Officers’ Certificate to the Intercreditor Agreement) of effect that the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant documents that have been or are therewith delivered to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time Trustee pursuant to this Section 5.13 by Foreign Guarantors 10.1(b) (including any amendments, supplements, mortgages or under Collateral other Security Documents governed by foreign Law shall be subject referred to in paragraph (i) above) conform to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Companyrequirements of this Indenture.

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 andIf, solely with respect to during any Foreign Guarantor 12-month period, the Borrower or any Collateral Document governed of its Subsidiaries shall acquire any additional Oil and Gas Properties or engage in successful drilling activities which result in the recharacterization of acreage or reservoirs as "proved reserves" (as defined in the Definitions for Oil and Gas reserves promulgated by foreign Lawthe Society of Petroleum Engineers), which in any such case, individually or in the aggregate have a net present value in excess of $1,000,000, the Agreed Security PrinciplesBorrower will, the Legal Reservations and the Legal Limitationsor will cause such Subsidiary to, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver grant to the Administrative Agent such amendments or supplements as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens) on the relevant Collateral Documents Borrower's or such other documents as the Administrative Agent shall reasonably deem necessary or advisable Subsidiary's interest in good faith any Oil and Gas Properties not already subject to grant to the Administrative Agent, for its benefit and for the benefit a Lien of the other Secured Parties or to the relevant Secured Parties directlySecurity Instruments, as applicable, a which Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, will be created and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Security Instruments, all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions form and execute and/or deliver substance satisfactory to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection its sole discretion and priority in sufficient executed (subject to the Intercreditor Agreementand acknowledged where necessary or appropriate) of the Lien of the Collateral Documents on such after-acquired propertiescounterparts for recording purposes. (b) In connection with each scheduled redetermination of the case Borrowing Base and at any other time reasonably requested in writing by the Administrative Agent, the Borrower shall review the Reserve Report and the list of any U.S. Guarantorcurrent Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 85% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent, Agent as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations Indebtedness a first-priority Lien interest (unless the subject property is only to Excepted Liens) on additional Oil and Gas Properties not already mortgaged subject to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days Lien of the acquisition thereof Security Instruments such that affecting giving effect thereto, the Mortgaged Properties will represent at least 85% of such 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 such longer period as the Administrative Agent may determine in its sole discretionother Security Instruments, a Mortgage all in form reasonably and substance satisfactory to the Administrative Agent in its sole discretion and Administrative Agent on each pipeline easement in sufficient executed (and other similar Real Property located in the U.S. (except any such easement acknowledged where necessary or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph thereinappropriate) as is acquired by such U.S. Guarantor after the Effective Date as additional security counterparts for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder)recording purposes. (iic) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect Concurrently with the Liens in favor granting of the Administrative Agent and/or Lien or other action referred to in Section 8.07(a) or (b) above, the Secured Parties required to be granted pursuant to the Mortgages and all taxesBorrower will, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take or will cause such commercially reasonable actions and execute and/or deliver Subsidiary to, provide to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion title information in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely its sole discretion with respect to the Company and each Foreign Borrower's or such Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth 's interests in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent Oil and the CompanyGas Properties.

Additional Collateral. The Borrower will furnish to the Administrative Agent prompt written notice of (a) Subject to this Section 5.13 and Section 5.15 and, solely with respect to the acquisition by any Foreign Guarantor or Credit Party of any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired owned Real Estate Asset after the Effective Date Closing Date, (b) the acquisition by any Debtor that is intended to be subject to Credit Party of After-Acquired Intellectual Property and (c) the Lien created acquisition by any Credit Party of any other material assets (other than any assets constituting Excluded Property) after the Closing Date, other than any such assets constituting Collateral under the Collateral Documents but is not so subjectin which the Collateral Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Collateral Document) upon the acquisition thereof. The Borrower will, as promptly (as practicable and in any event within thirty 60 days (30) days after the acquisition thereof or such later time longer period as the Administrative Agent, acting reasonably and in good faith, agrees to) (i) execute and deliver to Agent(acting at the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit direction of the other Secured Parties or Requisite Lenders) may agree to in writing), cause the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and requirements of clause (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreementg) of the Lien of Collateral and Guarantee Requirement to be satisfied with respect to such Material Real Estate Asset. With respect to After-Acquired Intellectual Property, the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative AgentBorrower will, as soon promptly as practicable but and in any event within sixty 60 days (60) days of the acquisition thereof or such longer period as the Administrative Agent (acting at the direction of the Requisite Lenders) may determineagree to in writing), in its sole discretionprovide the Administrative Agent written notice thereof, a Mortgage on each parcel and, upon request of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent Borrower shall promptly execute and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent the appropriate Intellectual Property Security Agreements or such documents other actions as the Administrative Agent reasonably deems appropriate under applicable Law to evidence or the Administrative Agent shall reasonably require in good faith perfect its Lien on any Intellectual Property Collateral, or otherwise to confirm the validity, perfection and priority (subject give effect to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage). (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions intent of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the CompanyAgreement.

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 andPromptly, solely with respect to any Foreign Guarantor or any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty fifteen (3015) days after Business Days (as such date may be extended by Agent in its discretion), following the occurrence of: (a) the acquisition thereof of an asset, (b) any acquisition or creation of a Subsidiary by REIT or the Borrower (provided that such later time fifteen (15) Business Day (as such date may be extended by Agent in its discretion) period shall not commence unless and until such Subsidiary owns or acquires an asset), or (c) the Administrative Agentrefinancing, acting reasonably prepayment or repayment of any indebtedness of any Subsidiary of REIT or the Borrower, whether or not secured by any Real Estate, which permits, or removes or terminates (without replacing) any prohibition on, the granting of any pledge of Equity Interests or Distribution Interests (or any portion thereof) in any such Subsidiary, the Borrower shall, and in good faithshall cause each of its Subsidiaries to, agrees to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents documents, instruments, agreements and certificates as the Administrative Agent shall may reasonably deem necessary request, including any amendments to or advisable additional Security Documents, in good faith order to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties Lenders, the best possible first priority lien and security interest in as much of such Equity Interests and/or Distribution Interests (or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (iiportion thereof) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith granted by the Administrative Agent. The Borrowers shall otherwise take Borrower and any such Subsidiary (and the Borrower covenants and agrees to, on a commercially reasonable actions best efforts basis, enter into loan documentation in connection with any such refinancing that permits the best possible first priority lien and execute security interest in as much of such Equity Interests and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority Distribution Interests (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (iportion thereof) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or and the Secured Parties required to be granted pursuant to Lenders). In connection with the Mortgages delivery of such documents, instruments, agreements and all taxescertificates, fees and other charges payable in connection therewith the Borrower shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or also deliver to the Administrative Agent such loan documents, organizational agreements, UCC search results, resolutions, consents, opinions and other documents and instruments as the Administrative Agent or the Administrative Agent shall may reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect of such Mortgage)require. (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

Additional Collateral. (a) Subject to this Section 5.13 and Section 5.15 and, solely with respect to any Foreign Guarantor or any Collateral Document governed by foreign Law, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material property, in respect of IP Rights) acquired after the Effective Date by any Debtor that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or such later time as the Administrative Agent, acting reasonably and in good faith, agrees to) If (i) execute the Borrower acquires any additional Oil and deliver to Gas Properties which constitute proved reserves or (ii) the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable determine that less than 90% of the value of the Oil and Gas Properties of the Borrower evaluated in good faith the most recently delivered Reserve Report are not subject to grant to Liens in favor of the Administrative Agent, for its benefit and the benefit of the Lenders, then the Borrower will, as soon as reasonably possible, but in any event, not later than 60 days following such acquisition in the case of clause (i) or the written request of the Agent in the case of clause (ii), grant to the Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens) on the Borrower's interest in such additional Oil and Gas Properties to ensure that not less than 90% of the value of the Borrower's Oil and Gas Properties evaluated in the most recently delivered Reserve Report is subject to a Lien of the Security Instruments, which Lien 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 satisfactory to the Agent in its sole discretion and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) Concurrently with the granting of the Lien or other action referred to in Section 8.09(a), the Borrower will provide to the Agent title information in form and substance satisfactory to the Agent in its sole discretion with respect to the Borrower's interests in such Oil and Gas Properties. (c) Also, promptly after the filing of any new Security Instrument in any state, upon the reasonable request of the Agent, the Borrower will provide to the Agent an opinion addressed to the Agent for the benefit of the other Secured Parties or to the relevant Secured Parties directly, as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired properties. (b) In the case of any U.S. Guarantor, grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion Lenders in form and substance reasonably satisfactory to the Administrative Agent in its sole discretion from counsel acceptable to Agent, stating that the Security Instrument is valid, binding and the Administrative Agent) enforceable in respect of accordance with its terms and in legally sufficient form for such Mortgage)jurisdiction. (c) Subject, solely with respect to the Company and each Foreign Subsidiary, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations, cause each of the Company and any Subsidiary that is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and as defined in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicable. (d) Notwithstanding the foregoing provisions of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

Additional Collateral. (a) Subject The Borrower shall have the right subject to this Section 5.13 the terms hereof to add to the Collateral any other Real Estate that is owned by the Borrower and Section 5.15 which is not security for any other Indebtedness. Such addition shall be completed by the execution and delivery to the Agent of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such Collateral shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower unless each of the following conditions shall be satisfied: (i) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default has occurred or would occur if such asset were included within the Collateral; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretion; and (iv) the Agent, solely on behalf of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to any Foreign Guarantor or any the Collateral Document governed by foreign Law, as the Agreed Security Principles, the Legal Reservations and the Legal Limitations, with respect to any property (or material propertyAgent, in respect its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of IP Rights) acquired after all of the Effective Date by any Debtor that is intended Banks to be subject grant or withhold their consent to the Lien created by any acceptance of the additional Collateral Documents but is not so subject, promptly (and in any event within thirty (30) days after the acquisition thereof or under this Section 5.4 shall be based entirely on such later time factors as the Administrative AgentMajority Banks deem relevant in their sole discretion, acting reasonably and including, without limitation, those enumerated in good faith, agrees to) clauses (i) execute through (iv) hereinabove, and deliver such consent may be granted or withheld solely at the discretion of the Majority Banks; provided, however, that if the such Real Estate is a Stabilized Property, acceptance of such Real Estate shall be subject only to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable in good faith to grant to the Administrative Agent, for its benefit and for the benefit satisfaction of the other Secured Parties or to the relevant Secured Parties directlyterms of Section 5.4(a)(ii), as applicable, a Lien on such property subject to no Liens other than Liens permitted pursuant to Section 6.01, (iii) and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested in good faith by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreement) of the Lien of the Collateral Documents on such after-acquired propertiesiv). (b) In connection with each such addition, the case of any U.S. Guarantor, grant Borrower shall pay to the Administrative Agent, as soon as practicable but in any event within sixty Agent the reasonable out-of-pocket costs and expenses (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine, in its sole discretion, a Mortgage on each parcel of Real Property located in the U.S. owned in fee or otherwise with legal title or ground leased such U.S. Guarantor as is acquired by such U.S. Guarantor after the Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5,000,000 as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (i) In the case of any U.S. Guarantor grant to the Administrative Agent, as soon as practicable but in any event within sixty (60) days of the acquisition thereof or such longer period as the Administrative Agent may determine in its sole discretion, a Mortgage in form reasonably satisfactory to the Administrative Agent and Administrative Agent on each pipeline easement and other similar Real Property located in the U.S. (except any such easement or other similar Real Property as would be excluded from the grant set forth in Section 2.1 of the applicable Mortgage in the penultimate paragraph therein) as is acquired by such U.S. Guarantor after the Effective Date as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). (ii) Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent and/or the Secured Parties required to be granted pursuant to the Mortgages and all taxes, including reasonable attorney's fees and other charges payable in connection therewith shall be paid in full. Such U.S. Guarantor shall otherwise take such commercially reasonable actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent or the Administrative Agent shall reasonably require in good faith to confirm the validity, perfection and priority (subject to the Intercreditor Agreementexpenses) of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, to Agent in connection with the extent the Administrative Agent determines in its reasonable good faith judgment that there is an issue of state Law that should be addressed by a legal opinion, a local counsel opinion in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent) in respect addition of such Mortgage)Collateral. (c) SubjectIn the event that the Borrower requests an advance as a result of the addition of Real Estate which is eligible to cause an increase in the Designated Collateral Values but the Appraisal for such Real Estate has not yet been received and approved pursuant to this Agreement, solely with respect to then notwithstanding the Company and each Foreign Subsidiary, to definition of the Agreed Security Principlesterm "Designated Collateral Value", the Legal Reservations and the Legal Limitations, cause each Designated Collateral Value for such Real Estate shall equal seventy-five percent (75%) of the Company and any Subsidiary that all-in acquisition cost (including reasonable closing costs) of such Real Estate until such time as the Appraised Value for such Real Estate is not already a Guarantor hereunder and that is a “Foreign Guarantor” or a “US Guarantor” under and determined as defined provided herein, at which time the Designated Collateral Value for such Real Estate shall be determined as provided in the DIP Term Loan Agreement to become a Foreign Guarantor or U.S. Guarantor hereunder, as applicabledefinition of such term. (d) Notwithstanding In no event shall the foregoing provisions acquisition cost of this Section 5.13 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to this Section 5.13 by Foreign Guarantors or under Collateral Documents governed by foreign Law shall be subject to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and exceptions and limitations set forth in such Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the CompanyMortgaged Property exceed $40,000,000.00.