Common use of Additional Subsidiaries and Collateral Clause in Contracts

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a Loan Partyresult of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a wholly-owned Subsidiary of a Loan Party(or such later date as agreed to by the Administrative Agent), the Borrower Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) provided, that no Domestic Loan Party shall be required to grant Liens take any action under the law of any non-U.S. jurisdiction in favor order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the Administrative Agent United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the proved Oil and Gas Properties paragraph below, stock of such a first-tier Foreign Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15of any Borrower or Domestic Loan Party), and (iiiii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to take all such other actions as such Subsidiary would have been required to deliver and take the Closing Date pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties3.1(b). In addition, within five (5) Business Days 30 days after the date any Person becomes a Domestic Subsidiary of a Loan Partythe Borrower Representative (or such later date as agreed to by the Administrative Agent), the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person (including the PBM Strategic Joint Venture, but specifically excluding any Specified Strategic Joint Venture) becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 30 days (5or such longer period as the Administrative Agent shall agree in writing) Business Days after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property that is not Excluded Property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in all fee ownership interests in Real Estate having a fair market value in excess of $5,000,000 as of the proved Oil and Gas Properties of date such Person becomes a Domestic Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five 30 days (5or such longer period as the Administrative Agent shall permit in writing in its sole discretion) Business Days after the date any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (to the extent that such Capital Stock is certificated) to the Administrative Agent, together with appropriate powers executed in blank, in each case, other than any such Capital Stock that constitutes Excluded Property.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartySubsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary (other than (a) any Insurance Subsidiary, (b) any Subsidiary of a Loan Partyan Insurance Subsidiary or (c) any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License) (or such later date as agreed in writing by the Administrative Agent in its sole discretion), the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan DocumentsDocuments (it being understood and agreed that, with respect to any Foreign Subsidiary, this clause (i) shall include the granting of Liens and taking of all perfection actions under the local laws of such Foreign Subsidiary’s jurisdiction of formation as may be reasonably required by the Administrative Agent), (ii) to grant Liens in favor of the Administrative Agent in all interests in Real Estate (other than Excluded Property) to the proved Oil and Gas Properties of such Subsidiary extent required by Section 5.13 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall reasonably require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a direct Subsidiary of a Loan PartyParty (or such later date as agreed in writing by the Administrative Agent in its sole discretion), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary directly owned by a Loan Party (other than Excluded Property) to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if subject to the Capital Stock of such Subsidiary is certificatedIntercreditor Agreement, deliver the original certificates evidencing such pledged Capital Stock (other than Excluded Property) to the Administrative Agent, together with appropriate powers executed in blank; provided, that (1) if such Person that becomes a Subsidiary is an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, this requirement to pledge all of the Capital Stock of such Person shall not apply only to the extent the pledge thereof is (or would be) deemed a change of control of such Person or is (or would be) otherwise prohibited by applicable law or regulations and (2) in the case of any Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, it is understood and agreed that until such approval is obtained, such Subsidiary shall not transact business or hold any material assets. For the avoidance of doubt, (x) in no event shall any Insurance Company, Subsidiary of an Insurance Company or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License be required to become a Subsidiary Loan Party, a Loan Party or a Guarantor hereunder; however, for the avoidance of doubt, in the case of the Persons described in clause (1) immediately above, each such Person shall be subject to the applicable covenants contained herein and (y) subject to Section 5.15, the Capital Stock of RRC shall be pledged and perfected under the laws of Cayman Islands (to the extent not prohibited thereunder).

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with Within twenty days after the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, time that any Person becomes a Material Domestic Subsidiary as a result of the creation of such Material Domestic Subsidiary, an acquisition, or otherwise, then, unless such Material Domestic Subsidiary is merged into the Borrower (with the Borrower being the surviving Person) prior to the expiration of such twenty day period, (a) 100% of such Material Domestic Subsidiary’s Equity Interests shall be pledged to secure the Obligations, and (b) the Administrative Agent shall receive such board resolutions, officer’s certificates, corporate and other documents and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge. Within forty-five days after the time that any Person becomes a Loan PartyMaterial Foreign Subsidiary as a result of the creation of such Material Foreign Subsidiary, whether pursuant to formation, an acquisition or otherwise, (xa) 65% of such Material Foreign Subsidiary’s Equity Interests shall be pledged to secure the Borrower shall notify Obligations, and (b) the Administrative Agent shall receive such board resolutions, officer’s certificates, corporate and other documents and opinions of counsel as the Lenders not less than ten (10) Business Days prior to Administrative Agent shall reasonably request in connection with such pledge; provided, however, that if a pledge of the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary Equity Interests of a Loan PartyMaterial Foreign Subsidiary would result in adverse tax consequences, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor may provide an opinion of the Administrative Agent in all of its personal property by executing and delivering counsel acceptable to the Administrative Agent a supplement to addressing such adverse tax consequences and, upon the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request consent of the Administrative AgentRequired Lenders (such consent not to be unreasonably withheld), such UCC financing statements pledge shall not be required. Provided further, that if a Material Domestic Subsidiary or similar instruments required by Material Foreign Subsidiary is a Subsidiary of an entity which is already the Administrative Agent to perfect the Liens subject of a pledge in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) such Material Domestic Subsidiary or Material Foreign Subsidiary need not be so pledged. Notwithstanding the foregoing, in no event shall any Broker Dealer Subsidiary be required to grant Liens in favor be a Guarantor or a pledgor. In the event that a Subsidiary Guarantees the obligations of the Administrative Agent in Borrower under the proved Oil and Gas Properties of 2017 Senior Notes, such Subsidiary by executing and delivering to the Administrative Agent such Mortgagesshall also become a Guarantor. In addition, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or any Subsidiary or Affiliate thereof shall cause pledge any assets as collateral for the applicable Loan Party to (i) pledge all obligations of the Capital Stock of Borrower under the 2017 Senior Notes, such Subsidiary to collateral shall also be pledged as collateral under the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blankLoan Documents.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved such Oil and Gas Properties of such Subsidiary as requested by the Administrative Agent by executing and delivering to the Administrative Agent such Mortgages, to Mortgages as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person (but specifically excluding any Specified Strategic Joint Venture) becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Issuer shall promptly notify the Administrative Collateral Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary Purchasers thereof and (y) within five 30 days (5or such longer period as the Required Purchasers shall agree in writing) Business Days after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower Issuer shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property that is not Excluded Property by executing and delivering to the Administrative Collateral Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Purchasers, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing authorizing, delivering and delivering, at the request of the Administrative Agent, filing such UCC financing statements or similar instruments required by the Administrative Agent necessary to perfect and maintain the Liens in favor of the Administrative Collateral Agent and granted under any of the Loan Note Documents, (ii) in accordance with Section 5.13, to grant Liens in favor of the Administrative Collateral Agent in all fee ownership interests in Real Estate having a fair market value in excess of $2,500,000 as of the proved Oil and Gas Properties of date such Person becomes a Domestic Subsidiary by executing and delivering to the Administrative Collateral Agent such Mortgages, to the extent Real Estate Documents necessary to perfect and maintain compliance with Section 5.15the Collateral Agent’s security interest, and (iii) to deliver all such other customary and reasonable documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Note Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five 30 days (5or such longer period as the Required Purchasers shall permit in writing in their sole discretion) Business Days after the date any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower Issuer shall, or shall cause the applicable Loan Note Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Collateral Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Purchasers, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (to the Administrative extent that such Capital Stock is certificated) to the Collateral Agent, together with appropriate powers executed in blank, in each case, other than any such Capital Stock that constitutes Excluded Property.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of that is a Loan PartyMaterial Subsidiary (excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”), whether pursuant to formation, acquisition or otherwise, otherwise (including if any Domestic Subsidiary ceases to qualify as an Immaterial Subsidiary or is the subject of an Excluded Subsidiary Revocation) (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition thereof and of any Material Real Estate owned by such Subsidiary Joining Guarantor and (y) within five 60 days (5or such longer period as may be agreed to by the Administrative Agent in its sole discretion) Business Days after such Person becomes a Subsidiary of a Loan PartyJoining Guarantor, the Borrower shall cause such Subsidiary Joining Guarantor (iA) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) [Reserved], and (D) to deliver pursuant to Section 5.13 Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord, within five an Ensign Landlord or a landlord under a Material Master Lease), in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank. In addition, subject to Section 5.13(b), if a Mortgage Trigger Event has occurred prior to such Joining Guarantor becoming a Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Joining Guarantor becomes a Loan Party, the Borrower shall cause such Joining Guarantor to execute and deliver to the Administrative Agent, with respect to all Material Real Estate owned by such Loan Party, such Real Estate Documents as the Administrative Agent shall require; provided that no owned Real Estate shall be taken as Collateral unless (i) the Administrative Agent and all Lenders have received at least 45 days advance written notice (which may be provided via email or via posting on any datasite to which the Lenders have access) thereof and (ii) each Lender has notified the Administrative Agent in writing (which notice may be provided via email) that such Lender has completed its flood insurance due diligence and compliance procedures.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of (other than an Excluded Subsidiary) or an Unrestricted Subsidiary is designated as a Loan PartyRestricted Subsidiary or an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 30 days (5or such longer period as the Administrative Agent may permit) Business Days after such Person becomes a Subsidiary of or is designated a Loan PartyRestricted Subsidiary or ceases to be an Immaterial Subsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, Documents and (iii) to deliver all such other documentation (including, without limitation, certified organizational documentsOrganization Documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and customary legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 on the Closing Date if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesDate. In addition, within five 30 days (5or such longer period as the Administrative Agent may permit) Business Days after the date any Person becomes a Domestic Subsidiary of (other than a Domestic Foreign Holdco), to the extent such Domestic Subsidiary is owned directly by any Loan PartyParty and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), the Borrower shall, or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, Agent and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates certificates, if any, evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or As a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent condition to the Closing Dateinclusion of any Unencumbered Pool Property in the Unencumbered Pool Value, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the REIT Guarantor and the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10a) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) the Subsidiary that owns such Unencumbered Pool Property (which shall be a Person organized under the laws of any state of the United States or the District of Columbia), if not already a Guarantor, to become a new Guarantor hereunder and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement party to the Guaranty and Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a Guarantor pursuant to clause (i) above to become a Guarantor hereunder and a party to the Guaranty and Security Agreement and to xxxxx x Xxxx in form such Capital Stock pursuant to the Guaranty and substance Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement (provided that, unless such Subsidiary owns an Unencumbered Pool Property, it shall not be required to xxxxx x Xxxx on, or security interest in, any of its assets or property other than any such Capital Stock of other Subsidiary Loan Parties), in each case on or before the date on which a Property owned by any such Subsidiary is initially included as an Unencumbered Pool Property; and (b) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary (other than, to the extent not required to become a “Guarantor” (or equivalent term) under the Term Loan Documents and all Xxxx Xxxx Debt Documents, (a) any Insurance Subsidiary, (b) any Subsidiary of an Insurance Subsidiary, (c) any other Subsidiary of the Issuer that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, (d) any Foreign Subsidiary or Subsidiary of a Loan PartyForeign Subsidiary or (e) any FSHCO or Subsidiary of any FSHCO), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Issuer shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary Noteholders thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary of a Loan Party(or such later date as agreed in writing by the Administrative Agent in its sole discretion), the Borrower Issuer shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Note Documents, (ii) to grant Liens in favor of the Administrative Agent in all interests in Real Estate (other than Excluded Property) to the proved Oil and Gas Properties of such Subsidiary extent required by Section 5.13 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall reasonably require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Note Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a direct Subsidiary of a Loan PartyNote Party (or such later date as agreed in writing by the Administrative Agent in its sole discretion), the Borrower Issuer shall, or shall cause the applicable Loan Note Party to (i) pledge all of the Capital Stock of such Subsidiary directly owned by a Note Party (other than Excluded Property) to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative AgentAgent and the Required Noteholders, and (ii) if subject to the Capital Stock of such Subsidiary is certificatedIntercreditor Agreement and/or any applicable Market Intercreditor Agreement, deliver the original certificates evidencing such pledged Capital Stock (other than Excluded Property) to the Administrative Agent, together with appropriate powers executed in blank; provided, that if such Person that becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary or any other Subsidiary of the Issuer that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, this requirement to pledge all of the Capital Stock of such Person shall not apply only to the extent the pledge thereof is (or would be) deemed a change of control of such Person or is (or would be) otherwise prohibited by applicable law or regulations. For the avoidance of doubt, (x) to the extent not required to become a “Guarantor” (or equivalent term) under the Term Loan Documents and all Xxxx Xxxx Debt Documents, in no event shall (a) any Insurance Subsidiary, (b) any Subsidiary of an Insurance Subsidiary, (c) any other Subsidiary of the Issuer that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License (it being understood and agreed that until such approval is obtained, such Subsidiary shall not transact any business or hold any material assets), (d) any Foreign Subsidiary or Subsidiary of a Foreign Subsidiary or (e) any FSHCO or Subsidiary of any FSHCO be required to become a Subsidiary Note Party, a Note Party or a Guarantor hereunder; however, for the avoidance of doubt, each Person described in clauses (a) through (e) shall be subject to the applicable covenants contained herein and (y) so long as required under any Term Loan Documents or Xxxx Xxxx Debt Documents, subject to Section 5.16(a), the Capital Stock of RRC shall be pledged and perfected under the laws of Cayman Islands (to the extent not prohibited thereunder).

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party(other than an Excluded Subsidiary), whether pursuant to formation, acquisition Acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary of a Loan Party(or such longer period as may be agreed to by the Administrative Agent in writing), the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties all fee ownership interests in all Real Estate with a fair market value in excess of such Subsidiary $7,500,000 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 45 days after the date any Person becomes a Subsidiary of a Loan Party(or such longer period as may be agreed to by the Administrative Agent in writing), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of a any Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Domestic Subsidiary of that is a Loan PartyRestricted Subsidiary, the Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, a Patent Security Agreement and a Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all fee interests in Real Estate with an individual value exceeding $2,500,000 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a Domestic Subsidiary of a any Loan PartyParty or any of its Subsidiary Loan Parties, the Borrower applicable Loan Party shall, or shall cause the applicable Subsidiary Loan Party to to, (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the any original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a1) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartySubsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary (other than (a) any Insurance Subsidiary, (b) any Subsidiary of a Loan Partyan Insurance Subsidiary or (c) any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License) (or such later date as agreed in writing by the Administrative Agent in its sole discretion), the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan DocumentsDocuments (it being understood and agreed that, with respect to any Foreign Subsidiary, this clause (i) shall include the granting of Liens and taking of all perfection actions under the local laws of such Foreign Subsidiary’s jurisdiction of formation as may be reasonably required by the Administrative Agent), (ii) to grant Liens in favor of the Administrative Agent in all interests in Real Estate (other than Excluded Property) to the proved Oil and Gas Properties of such Subsidiary extent required by Section 5.13 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall reasonably require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a direct Subsidiary of a Loan PartyParty (or such later date as agreed in writing by the Administrative Agent in its sole discretion), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary directly owned by a Loan Party (other than Excluded Property) to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if subject to the Capital Stock of such Subsidiary is certificatedIntercreditor Agreement, deliver the original certificates evidencing such pledged Capital Stock (other than Excluded Property) to the Administrative Agent, together with appropriate powers executed in blank; provided, that (1) if such Person that becomes a Subsidiary is an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, this requirement to pledge all of the Capital Stock of such Person shall not apply only to the extent the pledge thereof is (or would be) deemed a change of control of such Person or is (or would be) otherwise prohibited by applicable law or regulations and (2) in the case of any Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, it is understood and agreed that until such approval is obtained, such Subsidiary shall not transact business or hold any material assets. For the avoidance of doubt, (x) in no event shall any Insurance Company, Subsidiary of an Insurance Company or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License be required to become a Subsidiary Loan Party, a Loan Party or a Guarantor hereunder; however, for the avoidance of doubt, in the case of the Persons described in clause (1) immediately above, each such Person shall be subject to the applicable covenants contained herein and (y) subject to Section 5.15, the Capital Stock of RRC shall be pledged and perfected under the laws of Cayman Islands (to the extent not prohibited thereunder).

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwiseotherwise (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (x) the Borrower Loan Parties shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five thirty (530) Business Days days (or such longer period as may be agreed in writing by the Administrative Agent in its discretion) after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower Loan Parties shall cause such Domestic Subsidiary to (iA) to become a new Guarantor (and/or, if approved in writing by all of the Lenders that would be required to make Loans to or hold Loans of such Domestic Subsidiary, a Floor Plan Borrower) by executing and delivering to the Administrative Agent a Joinder Agreement or such other joinder documentation as is in form and substance reasonably satisfactory to the Administrative Agent, (B) grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (iiC) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties all ownership interests in Real Estate (other than Excluded Property) of such Domestic Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iiiD) to deliver all such other documentation and items (including, without limitation, including certified organizational documents, certificates of good standing and/or existence, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and legal opinions) and to take all such other actions as such Domestic Subsidiary would have been required to deliver and take pursuant to Section 3.1 Sections 5.1 and 5.2 if such Domestic Subsidiary had been a Loan Party on the Closing Date or that such Domestic Subsidiary would be required to deliver pursuant to Section 5.13 the terms hereof with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blankReal Estate.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all interests in fee-owned Real Estate by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party(other than an Excluded Subsidiary), whether pursuant to formation, acquisition Acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary of a Loan PartySubsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties all fee ownership interests in all Real Estate with a fair market value in excess of such Subsidiary $7,500,000 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 45 days after the date any Person becomes a Subsidiary of a Loan PartySubsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to after the Closing Date, any Person becomes a Domestic Subsidiary of a Loan PartyParty (other than an Excluded Subsidiary), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Borrowers shall promptly notify the Administrative Agent Lender thereof and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower Borrowers shall cause such Domestic 6597425.v16 0000-0000-0000 v2 Subsidiary (i) to become a new Guarantor Borrower or Guarantor, as determined by Lender, and to grant Liens in favor of the Administrative Agent Lender in all of its personal property Property by executing and delivering to the Administrative Agent a supplement Lender supplements to the Guaranty and Security Agreement Agreement, each in form and substance reasonably satisfactory to Lender and, in the Administrative Agentcase of new Borrowers, a joinder to this Agreement, and authorizing and delivering, at the request of the Administrative AgentLender, such UCC financing statements or similar instruments required by the Administrative Agent Lender to perfect the Liens in favor of the Administrative Agent Lender and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary and, as requested by executing and delivering to the Administrative Agent such MortgagesLender, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, including certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions, and amendments or joinders to subordination agreements and intercreditor agreements, as applicable) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Propertiesby Lender. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower Borrowers shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock Equity Interests of such Domestic Subsidiary to the Administrative Agent Lender as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement or a separate pledge agreement in form and substance satisfactory to the Administrative AgentLender, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock Equity Interests to the Administrative Agent, Lender together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a direct Domestic Subsidiary (other than any Immaterial Subsidiary) of a any Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Domestic Subsidiary of that is a Loan PartyRestricted Subsidiary, the Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, a Patent Security Agreement and a Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all fee interests in Real Estate with an individual value exceeding $2,500,000 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a Domestic Subsidiary of a any Loan PartyParty or any of its Subsidiary Loan Parties, the Borrower applicable Loan Party shall, or shall cause the applicable Subsidiary Loan Party to to, (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by such Loan Party or Subsidiary Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the any original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank. Notwithstanding the foregoing requirements of this Section 5.12(a), no Loan Party shall be required to take any such actions with respect to any of the Joliet Subsidiaries (and such Joliet Subsidiaries shall not be deemed to be Loan Parties) for so long as such Joliet Subsidiary is not wholly-owned, directly or indirectly, by any Loan Party, other than to take such actions required by the second sentence of this Section 5.12(a) with respect to the pledge of all of the Capital Stock of Arc Terminals Joliet owned by the Borrower.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary Within 75 days after the end of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms second Fiscal Quarter of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary each Fiscal Year of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify (or, if the Administrative Agent and determines in its sole discretion that the Lenders Borrower is working in good faith, such longer period as the Administrative Agent shall permit not less than ten (10) Business Days prior to exceed 60 additional days), commencing with the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party2016 Fiscal Year, the Borrower shall will (i) cause such each Domestic Subsidiary that is a Material Subsidiary (iexcluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) to comply with Section 5.11, and (D) to deliver pursuant to Section 5.13 Real Estate Documents with respect to owned Material Real Estate and Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease), within five in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary Within 75 days after the end of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms second Fiscal Quarter of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary each Fiscal Year of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify (or, if the Administrative Agent and determines in its sole discretion that the Lenders Borrower is working in good faith, such longer period as the Administrative Agent shall permit not less than ten (10) Business Days prior to exceed 60 additional days), commencing with the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party2017 Fiscal Year, the Borrower shall will (i) cause such each Domestic Subsidiary that is a Material Subsidiary (iexcluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) to comply with US-DOCS\51545218.9 Section 5.11, and (D) to deliver pursuant to Section 5.13 Real Estate Documents with respect to owned Material Real Estate and Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease), within five in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired Upon the creation or formed subsidiary acquisition of Borrower or any Subsidiary possessing assets in excess of One Thousand Dollars ($1,000) of any Loan Party permitted by this Agreement and, with respect to KNOLOGY of Georgia, Inc., upon the obtaining (but without imposing any obligation to seek such Governmental Approval) of any Governmental Approval permitting KNOLOGY of Georgia, Inc. to incur Debt and/or grant Liens on its assets (including, without limitation, a Subsidiary shall change in Applicable Law such that Governmental Approval is no longer required), cause to be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent executed and delivered to the Closing Date, any Person becomes Administrative Agent (i) a Subsidiary of a Loan Party, whether pursuant joinder agreement hereto in form and substance reasonably satisfactory to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Required Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after in order that such Person becomes a Subsidiary of a Loan PartyBorrower hereunder, the Borrower shall cause such Subsidiary (iii) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Collateral Agreement in form and substance reasonably satisfactory to the Administrative AgentAgent and Required Lenders in order that such Person becomes a Borrower hereunder, (iii) one or more duly executed Mortgages and/or Collateral Assignments, as applicable, with respect to any real property owned or leased by such Subsidiary and authorizing such consents of third parties as are required to grant a security interest in such real property (except as cannot be obtained pursuant to the proviso set forth in Section 5.2(d)(i)), (iv) updated version of each Schedule referred to in Section 6.1(w) to reflect all changes to such Schedules resulting from such creation or acquisition of such Subsidiary and delivering, at the request of the Administrative Agent, (v) such UCC financing statements or similar instruments required other documents reasonably requested by the Administrative Agent to perfect and Required Lenders consistent with the Liens in favor terms of this Agreement which provide that such Subsidiary shall become bound by all of the Administrative Agent terms, covenants and granted under any of agreements contained in the Loan Documents, (ii) to grant Liens in favor of Documents and that the Administrative Agent in the proved Oil and Gas Properties assets of such Subsidiary by executing shall become Collateral for the Obligations. Upon satisfaction of the conditions set forth in this Section 8.12(a), each Subsidiary shall become a Borrower hereunder and delivering under the other Loan Documents to the Administrative Agent such Mortgages, to the same extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party party hereto and thereto on the Closing Date Date. Notwithstanding the foregoing, nothing in this Section 8.12 shall be deemed to prohibit any Lien or that such Subsidiary would be required to deliver other encumberance permitted pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank10.3.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c)4. In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of the Borrower (including any Subsidiary that is not wholly-owned solely as a Loan Partyresult of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five thirty (530) Business Days days after such Person becomes a wholly-owned Subsidiary of a Loan Party(or such later date as agreed to by the Administrative Agent), the Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capital Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents; provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of the Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein and (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to take all such other actions as such Subsidiary would have been required to deliver and take the Closing Date pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties4.01(a)(iii). In addition, within five thirty (530) Business Days days after the date any Person becomes a Domestic Subsidiary of a Loan PartyParty (or such later date as agreed to by the Administrative Agent), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of (other than an Excluded Subsidiary) or an Unrestricted Subsidiary is designated as a Loan PartyRestricted Subsidiary or an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 60 days (5or such longer period as the Administrative Agent may permit) Business Days after such Person becomes a Subsidiary of or is designated a Loan PartyRestricted Subsidiary or ceases to be an Immaterial Subsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, Documents and (iii) to deliver all such other documentation (including, without limitation, certified organizational documentsOrganization Documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and customary legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 on the Closing Date if such Subsidiary had been a Loan Party on the Closing Date or that Date, in every such case to the extent reasonably requested by the Administrative Agent; provided, that, if the portion of Consolidated EBITDA attributable to any such Subsidiary would or Subsidiaries, individually or in the aggregate, is less than 10% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis), the Borrower shall not be required to deliver pursuant to any legal opinion under this Section 5.13 with respect to any proved Oil and Gas Properties5.12. In addition, within five 60 days (5or such longer period as the Administrative Agent may permit) Business Days after the date any Person becomes a Domestic Subsidiary of (other than a Domestic Foreign Holdco), to the extent such Domestic Subsidiary is owned directly by any Loan PartyParty and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), the Borrower shall, or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, Agent and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates certificates, if any, evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary (i) Within thirty (30) days of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less creation of any newly-formed Subsidiary (other than ten (10an Inactive Subsidiary) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five the date that any Inactive Subsidiary ceases to qualify as an Inactive Subsidiary, and upon the acquisition of any Subsidiary permitted by Section 11.4(c) (5) Business Days after or such Person becomes a Subsidiary of a Loan Partyother date as may be specified in any consent executed pursuant to Section 11.4(c)), the Borrower shall cause such Subsidiary (i) to become a new Guarantor be executed and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering delivered to the Administrative Agent (A) a supplement to Joinder Agreement such that such Subsidiary shall become a Borrower hereunder, a grantor under the Guaranty and Security Agreement and an issuer under the Pledge Agreement (and, if applicable, the parent of such Subsidiary shall become a pledgor under the Pledge Agreement), (B) subject to clause (ii) below, such other applicable Security Documents in form and substance reasonably satisfactory to the Administrative AgentAgent such that the assets of such Subsidiary shall become Collateral for the Obligations, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent (C) favorable legal opinions addressed to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement Lenders in form and substance satisfactory thereto with respect to such supplements and agreements and (D) such other documents and closing certificates as consistent with Article VI as may be requested by the Administrative Agent, Agent and (ii) if within sixty (60) days after the Capital Stock joinder of such Subsidiary is certificatedSubsidiary, deliver a Mortgage for each parcel of real property owned or leased thereby at the original certificates evidencing time of such pledged Capital Stock joinder; provided, that, with respect to any real property acquired by the -------- Company or any Borrower or in which the Company or any Borrower assumes a leasehold interest, in each case pursuant to the Administrative AgentUS Xchange Acquisition, together the Company and the Borrowers shall have until the date that is ninety (90) days after the Closing Date to comply with appropriate powers executed in blankthe requirements of this Section 9.12.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, (i) any Person becomes Restricted Subsidiary (other than an Excluded Subsidiary) is formed or acquired (including by Division), (ii) an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, (iii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iv) the Borrower, at its option, elects to cause a Domestic Subsidiary to become a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 60 days (5or such longer period as the Administrative Agent agrees) Business Days after such Person becomes Restricted Subsidiary is formed or acquired, such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, such Restricted Subsidiary of a Loan Partyceases to be an Excluded Subsidiary or the Borrower has made such election, as applicable, the Borrower shall cause such Restricted Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to the extent required, to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all interests in fee owned Real Estate (subject to Permitted Encumbrances) by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Restricted Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Party on the Closing Date or that such Restricted Subsidiary would be required to deliver pursuant to Section 5.13 5.11 with respect to any proved Oil and Gas Propertiesfee owned Real Estate; provided, however, no Foreign Subsidiary shall be required to become a Guarantor or grant Liens in its personal property or fee owned Real Estate. In addition, within five 30 days (5or such longer period as the Administrative Agent agrees) Business Days after the date any Person becomes a Subsidiary of a Loan PartyRestricted Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.such

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after on the date that such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property by executing and delivering to the Administrative Collateral Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Collateral Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Collateral Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Collateral Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Collateral Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Collateral Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Collateral Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 30 days (5or such later period of time as the Required Lenders may agree) Business Days after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property by executing and delivering to the Administrative Collateral Agent a supplement joinder to the Guaranty and Security Agreement in the form and substance reasonably satisfactory attached as Annex I to the Administrative AgentSecurity Agreement, and authorizing and delivering, at the request of the Administrative AgentCollateral Agent or the Required Lenders, such UCC financing statements or similar instruments required by the Administrative Collateral Agent or the Required Lenders to perfect the Liens in favor of the Administrative Collateral Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Collateral Agent in the proved Oil and Gas Properties of such Subsidiary all interests in Material Real Estate by executing and delivering to the Administrative Collateral Agent and the Lenders such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Collateral Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five 30 days (5or such later period of time as the Required Lenders may agree) Business Days after the date any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock Equity Interests of such Domestic Subsidiary to the Administrative Collateral Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative AgentCollateral Agent and the Required Lenders, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock Equity Interests to the Administrative AgentCollateral Agent or the First Lien Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or As a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent condition to the Closing Dateinclusion of any Borrowing Base Property in the Borrowing Base Value, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the REIT Guarantor and the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10a) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) the Subsidiary that owns such Borrowing Base Property (which shall be a Person organized under the laws of any state of the United States or the District of Columbia) to become a new Guarantor hereunder and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement party to the Guaranty and Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a Guarantor pursuant to clause (i) above to become a Guarantor hereunder and a party to the Guaranty and Security Agreement and to xxxxx x Xxxx in form such Capital Stock pursuant to the Guaranty and substance Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement (provided that, unless such Subsidiary owns a Borrowing Base Property, it shall not be required to xxxxx x Xxxx on, or security interest in, any of its assets or property other than any such Capital Stock of other Subsidiary Loan Parties), in each case on or before the date on which a Property owned by any such Subsidiary is initially included as a Borrowing Base Property; and (b) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary Within 75 days after the end of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms second Fiscal Quarter of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary each Fiscal Year of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify (or, if the Administrative Agent and determines in its sole discretion that the Lenders Borrower is working in good faith, such longer period as the Administrative Agent shall permit not less than ten (10) Business Days prior to exceed 60 additional days), commencing with the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party2020 Fiscal Year, the Borrower shall will (i) cause such each Domestic Subsidiary that is a Material Subsidiary (iexcluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $50,000,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) to comply with Section 5.11, and (D) to deliver pursuant to Section 5.13 Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease), within five in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of (other than an Excluded Subsidiary) or an Unrestricted Subsidiary is designated as a Loan PartyRestricted Subsidiary or an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 45 days (5or such longer period as the Administrative Agent may permit) Business Days after such Person becomes a Subsidiary of or is designated a Loan PartyRestricted Subsidiary or ceases to be an Immaterial Subsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, (ii) to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, Documents and (iii) to deliver all such other documentation (including, without limitation, certified organizational documentsOrganization Documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and customary legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 on the Closing Date if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesDate. In addition, within five 45 days (5or such longer period as the Administrative Agent may permit) Business Days after the date any Person becomes a Domestic Subsidiary of (other than a Domestic Foreign Holdco), to the extent such Domestic Subsidiary is owned directly by any Loan PartyParty and constitutes a Restricted Subsidiary and does not constitute an Immaterial Subsidiary (to the extent such Immaterial Subsidiary is not a Guarantor), the Borrower shall, or shall cause the applicable Loan Party to shall (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by such Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, Agent and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates certificates, if any, evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary Within 75 days after the end of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance the second Fiscal Quarter of each Fiscal Year of the Borrower, commencing with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party2015 Fiscal Year, the Borrower shall will (i) cause such each Domestic Subsidiary that is a Material Subsidiary (iexcluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $7,500,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) to comply with Section 5.11, and (D) to deliver pursuant to Section 5.13 Real Estate Documents with respect to owned Material Real Estate and Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord or a landlord under a Material Master Lease), within five in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of Parent that is a Loan PartyMaterial Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Parent shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 30 days (5or such longer period as the Administrative Agent shall permit in writing in its sole discretion) Business Days after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower Parent shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, and (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesDate. In addition, within five 30 days (5or such longer period as the Administrative Agent shall permit in writing in its sole discretion) Business Days after the date any Person becomes a Domestic Subsidiary of a Loan PartyParent, Parent and the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary (other than an Immaterial Subsidiary, a CFC or any Subsidiary of a Loan PartyCFC), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Holdings shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary of a Loan Party, the Borrower Holdings shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent (or a new security agreement in form and substance reasonably satisfactory to the Administrative Agent), executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all fee ownership interests in Real Estate by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a Subsidiary (other than a CFC or any Subsidiary of a Loan PartyCFC), the Borrower Holdings shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent (or other pledge agreement in form and substance reasonably satisfactory to the Administrative Agent), and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank. Notwithstanding the terms of this Section 5.12(a) or any other term in this Agreement or any other Loan Document to the contrary, no Loan Party shall be required to pledge its ownership interest in any Capital Stock of any joint venture that is not a Subsidiary if the grant of a security interest therein would violate any organizational document of such joint venture.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of that is a Loan PartyMaterial Subsidiary (excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”), whether pursuant to formation, acquisition or otherwise, otherwise (including if any Domestic Subsidiary ceases to qualify as an Immaterial Subsidiary or is the subject of an Excluded Subsidiary Revocation) (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition thereof and of any Material Real Estate owned by such Subsidiary Joining Guarantor and (y) within five 60 days (5or such longer period as may be agreed to by the Administrative Agent in its sole discretion) Business Days after such Person becomes a Subsidiary of a Loan PartyJoining Guarantor, the Borrower shall cause such Subsidiary Joining Guarantor (iA) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) to comply with Section 5.11, and (D) to deliver pursuant to Section 5.13 Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord, within five an Ensign Landlord or a landlord under a Material Master Lease), in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank. In addition, subject to Section 5.13(b), if a Mortgage Trigger Event has occurred prior to such Joining Guarantor becoming a Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Joining Guarantor becomes a Loan Party, the Borrower shall cause such Joining Guarantor to execute and deliver to the Administrative Agent, with respect to all Material Real Estate owned by such Loan Party, such Real Estate Documents as the Administrative Agent shall require; provided that no owned Real Estate shall be taken as Collateral unless (i) the Administrative Agent and all Lenders have received at least 45 days advance written notice (which may be provided via email or via posting on any datasite to which the Lenders have access) thereof and (ii) each Lender has notified the Administrative Agent in writing (which notice may be provided via email) that such Lender has completed its flood insurance due diligence and compliance procedures.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five ten (510) Business Days days after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower Representative shall cause such Domestic Subsidiary (i) to become a new Borrower or Guarantor as requested by the Administrative Agent and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering an Intellectual Property Security Agreement, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all fee ownership interests in Real Estate by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, including certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five ten (510) Business Days days after the date any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower Representative shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, (i) any Person becomes Restricted Subsidiary (other than an Excluded Subsidiary) is formed or acquired (including by Division), (ii) an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, (iii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iv) the Borrower, at its option, elects to cause a Domestic Subsidiary to become a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 60 days (5or such longer period as the Administrative Agent agrees) Business Days after DB1/ 110470318.9 106 such Person becomes Restricted Subsidiary is formed or acquired, such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, such Restricted Subsidiary of a Loan Partyceases to be an Excluded Subsidiary or the Borrower has made such election, as applicable, the Borrower shall cause such Restricted Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to the extent required, to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all interests in fee owned Real Estate (subject to Permitted Encumbrances) by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Restricted Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Party on the Closing Date or that such Restricted Subsidiary would be required to deliver pursuant to Section 5.13 5.11 with respect to any proved Oil and Gas Propertiesfee owned Real Estate; provided, however, no Foreign Subsidiary shall be required to become a Guarantor or grant Liens in its personal property or fee owned Real Estate. In addition, within five 30 days (5or such longer period as the Administrative Agent agrees) Business Days after the date any Person becomes a Subsidiary of a Loan PartyRestricted Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Restricted Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.. (b) [reserved]. (c) The Borrower shall and shall cause its Restricted Subsidiaries, to furnish to the Administrative Agent within 20 days of such event (or such later date as the Administrative Agent may agree in its sole discretion) written notice of any change in any Loan Party’s: (i) legal name; (ii) type of organization; (iii) location (determined as provided in UCC Section 9-307); or (iv)

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, an acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to of the formation creation or acquisition of such Domestic Subsidiary and (y) within five thirty (530) Business Days after such Person becomes a Subsidiary of a Loan Partydays thereafter, the Borrower shall cause such Subsidiary Person (i) to become join the Guaranty and Security Agreement as a new Guarantor Subsidiary Loan Party by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement, (ii) to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to joining the Guaranty and Security Agreement, executing and delivering Copyright Security Agreement, Patent Security Agreement in form and substance reasonably satisfactory Trademark Security Agreement (as applicable) and to the Administrative Agentfile, and authorizing and delivering, or at the request of the Administrative AgentAgent to authorize the filing of, all such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (iiiii) to grant Liens in favor of the Administrative Agent in the proved Oil all fee ownership and Gas Properties of leasehold interests in Real Estate, (iv) if such Domestic Subsidiary by executing and delivering to the Administrative Agent such Mortgagesowns Capital Stock in another Person, to the extent necessary become a party to maintain compliance with Section 5.15a pledge agreement to pledge such Capital Stock, and (iiiv) to deliver all such other documentation (including, including without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agentreports, legal opinions, and certified organizational documents) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesDate. In addition, within five thirty (530) Business Days days after the date any such Person becomes a Subsidiary of a Loan Partythe Borrower, the Borrower shall, or shall cause the applicable Loan Party Subsidiary owning such Person, to (i) pledge all of the Capital Stock of such Subsidiary Person to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement pledge agreement, in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, to deliver the original stock certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of a Loan Party(or ceases to be an Immaterial Subsidiary), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Parent shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Domestic Subsidiary of a Loan Partyor ceases to be an Immaterial Subsidiary (or such later date as the Administrative Agent may agree to in its sole discretion), the Borrower Parent shall cause such Domestic Subsidiary (other than (A) a Securitization Subsidiary, (B) a Domestic Subsidiary that is not wholly-owned; (C) a Domestic Subsidiary that is an Immaterial Subsidiary or (D) any Subsidiary that is prohibited by Requirements of Law or any Contractual Obligation from guaranteeing the Obligations) (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property constituting Collateral by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments reasonably required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, Documents and (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesDate. In addition, within five (5) Business Days 30 days after the date any Person becomes a Domestic Subsidiary of owned by a Loan PartyParty or ceases to be an Immaterial Subsidiary, the Borrower Parent shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of a Loan Partyor an Excluded Subsidiary ceases to be an Excluded Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower shall promptly notify the Administrative Collateral Agent and the Lenders not less than ten thereof, (10) Business Days prior to the formation or acquisition of such Subsidiary and (yii) within five thirty (530) Business Days days after such Person becomes a Domestic Subsidiary of a Loan Partyor such Person ceases to be an Excluded Subsidiary (or such longer period as the Collateral Agent may reasonably agree), the Borrower shall cause such Domestic Subsidiary (iother than an Excluded Subsidiary) to become a new Guarantor and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property that would otherwise constitute Collateral by executing and delivering to the Administrative Collateral Agent a supplement to Joinder Agreement substantially in the Guaranty and Security Agreement form of Exhibit 5.12 or otherwise in form and substance reasonably satisfactory to the Administrative Collateral Agent, and authorizing and delivering, at the request of the Administrative Collateral Agent, such UCC financing statements or similar instruments required by the Administrative Collateral Agent to perfect the Liens in favor of the Administrative Agent Collateral Agent, for the benefit of Secured Parties, and granted under any of the Loan Documents, (ii) provided that no Domestic Subsidiary that is a CFC Holdco shall be required to become a Guarantor hereunder or grant Liens in favor or otherwise pledge any of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, its assets as Collateral hereunder or under any other Loan Document and (iii) within sixty (60) days after such Person becomes a Domestic Subsidiary or ceases to be an Excluded Subsidiary (or such longer period as the Collateral Agent may reasonably agree), the Borrower shall deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if searches and requested by the Administrative Agent, legal opinionsReal Estate Documents) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesMaterial Real Property. In addition, within five thirty (530) Business Days days after the date any Person becomes a Domestic Subsidiary of a Loan Partyor an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent Collateral Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement such documentation as reasonably required by Collateral Agent in form and substance reasonably satisfactory to the Administrative Collateral Agent, provided that the pledge of the Capital Stock of a Domestic Subsidiary that is a CFC Holdco shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Domestic Subsidiary, and (ii) if to the Capital Stock of such Subsidiary is extent certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Collateral Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any Material Real Property of a Person that becomes a Domestic Subsidiary after the Closing Date whether pursuant to formation, acquisition or otherwise, until (1) the date that occurs 45 days after the Collateral Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Material Real Property: (i) a completed “life of loan” standard flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice, and (C) a notice about special flood hazard area status and flood disaster assistance executed by the Borrower and any applicable Loan Party relating thereto; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such Material Real Property is located, evidence of required flood insurance in compliance with subclause (C) of clause (d) of Part I of the defined term “Real Estate Documents” and (2) the Collateral Agent shall have received written confirmation from the Lenders the that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed); provided that the Collateral Agent may enter into any such Mortgage prior to the notice period specified above upon receipt of the written confirmation described in clause (2) above and provided further that the Borrower’s obligations under Section 5.12(a) to grant a Mortgage of any Material Real Property within the 60-day time period described therein shall be extended for so long as is required to ensure compliance with the requirements of clause (2) above.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Domestic Subsidiary of a Loan Party(or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all interests in fee-owned Real Estate by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a Domestic Subsidiary of a Loan Party(or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, (i) any Person becomes Restricted Subsidiary (other than an Excluded Subsidiary) is formed or acquired (including by Division), (ii) an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, (iii) any Restricted Subsidiary ceases to be an Excluded Subsidiary or (iv) the Borrower, at its option, elects to cause a Domestic Subsidiary to become a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 60 days (5or such longer period as the Administrative Agent agrees) Business Days after such Person becomes Restricted Subsidiary is formed or acquired, such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, such Restricted Subsidiary of a Loan Partyceases to be an Excluded Subsidiary or the Borrower has made such election, as applicable, the Borrower shall cause such Restricted Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to the extent required, to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all interests in fee owned Real Estate (subject to Permitted Encumbrances) by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Restricted Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Restricted Subsidiary had been a Loan Party on the Closing Date or that such Restricted Subsidiary would be required to deliver pursuant to Section 5.13 5.11 with respect to any proved Oil and Gas Propertiesfee owned Real Estate; provided, however, no Foreign Subsidiary shall be required to become a Guarantor or grant Liens in its personal property or fee owned Real Estate. In addition, within five 30 days (5or such longer period as the Administrative Agent agrees) Business Days after the date any Person becomes a Subsidiary of a Loan PartyRestricted Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Restricted Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, or ceases to be an Excluded Subsidiary, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 90 days after the date such Person becomes a Domestic Subsidiary (or, in the case of a Loan Partyany Domestic Subsidiary with no assets, within 180 days after such date) or ceases to be an Excluded Subsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, Documents and (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, negative pledges and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 90 days after the date any Person becomes a Domestic Subsidiary (or, in the case of a Loan Partyany Domestic Subsidiary with no assets, within 180 days after such date) or ceases to be an Excluded Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Material Subsidiary of the Borrower (including any Material Subsidiary that is not wholly-owned solely as a Loan Partyresult of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwiseotherwise (including any Immaterial Subsidiaries that cease to qualify as Immaterial Subsidiaries), (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five sixty (560) Business Days days after such Person becomes a wholly-owned Subsidiary of a Loan Party(or such later date as agreed to by the Administrative Agent), the Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capital Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents; provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of the Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein and (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to take all such other actions as such Subsidiary would have been required to deliver and take the Closing Date pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties4.01(a)(iii). In addition, within five sixty (560) Business Days days after the date any Person becomes a Domestic Subsidiary of a Loan PartyParty (or such later date as agreed to by the Administrative Agent), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary Subject to subsection (b) below, no later than December 15 of Borrower or each calendar year, to the extent that the Pro Forma EBITDA of those Subsidiaries which have not delivered all relevant joinder documents pursuant to this Section 9.12 exceeds twenty percent (20%) of Consolidated Pro Forma EBITDA (in each case for the most recent period of four (4) consecutive fiscal quarters), cause to be delivered to the Administrative Agent, (i) a Joinder Agreement duly executed by the Borrower, each such Subsidiary and the parent of each such Subsidiary pursuant to which (A) each such Subsidiary shall become a Subsidiary Guarantor under the Subsidiary Guaranty Agreement, (B) each such Subsidiary shall become a Grantor under the Security Agreement and (C) each such Subsidiary shall become an Issuer or Partnership/LLC under the Pledge Agreement, (ii) such closing documents and closing certificates consistent with Section 6.2 hereof as may reasonably be deemed a Subsidiary unless designated requested by Borrower as an Unrestricted Subsidiary in accordance with the terms Administrative Agent (including, without limitation, favorable legal opinions of Section 5.12(c). In the event that, subsequent counsel to the Closing DateCredit Parties, including opinions of local counsel with respect to any Person becomes a Subsidiary of a Loan PartyCore Subsidiary, whether pursuant addressed to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, Agent with respect to such Joinder Agreement and the Collateral relating thereto) and (iiiii) if such other documents reasonably requested by the Capital Stock of Administrative Agent in order that each such Subsidiary is certificatedshall become bound by all of the terms, deliver covenants and agreements contained in the original certificates evidencing Subsidiary Guaranty Agreement, the Security Agreement, the Pledge Agreement and any other Loan Document applicable to each such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blankSubsidiary.

Additional Subsidiaries and Collateral. (a) Any newly acquired Within 30 days (or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower such longer period as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent shall permit in its sole discretion) after the Borrower delivers (or is required to have delivered) the financial statements required by Section 5.1(b) and the Lenders not less than ten (10Compliance Certificate required by Section 5.1(c) Business Days prior with respect to each of the formation or acquisition first and third Fiscal Quarter of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Partyeach Fiscal Year, the Borrower shall will (i) cause such each Domestic 101 US-DOCS\151470090.12 Subsidiary that is a Material Subsidiary (iexcluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Amendment and Restatement Effective Date, (C) [reserved], and (D) to deliver pursuant to Section 5.13 Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord, within five an Ensign Landlord or a landlord under a Material Master Lease), in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party(other than an Excluded Subsidiary), whether pursuant to formation, acquisition Acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary of a Loan PartySubsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties all fee ownership interests in all Real Estate with a fair market value in excess of such Subsidiary $7,500,000 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 45 days after the date any Person becomes a Subsidiary of a Loan PartySubsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.. (b) If, at any time and from time to time after the Closing Date, Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the definition of “Immaterial Subsidiary” comprise in the aggregate more than 5.0% of Consolidated Total Assets or more than 5.0% of Consolidated EBITDA, in each case, as of the end of the most recently ended Fiscal Quarter for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.1(b), then the Borrower shall, not later than five (5) Business Days after the date by which financial statements for such Fiscal Quarter are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more of such Subsidiaries as no longer being an “Immaterial Subsidiary” (to

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party(other than an Excluded Subsidiary), whether pursuant to formation, acquisition Acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary of a Loan PartySubsidiary, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties all fee ownership interests in all Real Estate with a fair market value in excess of such Subsidiary $7,500,000 by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if 91 such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 45 days after the date any Person becomes a Subsidiary of a Loan PartySubsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five 30 days (5or such later period of time as the Administrative Agent may agree) Business Days after such Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall cause such Domestic Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary all interests in Material Real Estate by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five 30 days (5or such later period of time as the Administrative Agent may agree) Business Days after the date any Person becomes a Subsidiary of a Loan PartyDomestic Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock Equity Interests of such Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock Equity Interests to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, on or subsequent to the Closing Restatement Date, any Person becomes a Domestic Subsidiary of a Loan Party(including pursuant to the Ocean Acquisition) or an Excluded Subsidiary ceases to be an Excluded Subsidiary, whether pursuant to formation, acquisition or otherwise, (xi) the Borrower shall promptly notify the Administrative Collateral Agent and the Lenders not less than ten thereof, (10) Business Days prior to the formation or acquisition of such Subsidiary and (yii) within five thirty (530) Business Days days after such Person becomes a Domestic Subsidiary of a Loan Partyor such Person ceases to be an Excluded Subsidiary (or such longer period as the Collateral Agent may reasonably agree), the Borrower shall cause such Domestic Subsidiary (iother than an Excluded Subsidiary) to become a new Guarantor and to grant Liens in favor of the Administrative Collateral Agent in all of its personal property that would otherwise constitute Collateral by executing and delivering to the Administrative Collateral Agent a supplement to Joinder Agreement substantially in the Guaranty and Security Agreement form of Exhibit 5.12 or otherwise in form and substance reasonably satisfactory to the Administrative Collateral Agent, and authorizing and delivering, at the request of the Administrative Collateral Agent, such UCC financing statements or similar instruments required by the Administrative Collateral Agent to perfect the Liens in favor of the Administrative Agent Collateral Agent, for the benefit of Secured Parties, and granted under any of the Loan Documents, (ii) ; provided that no Domestic Subsidiary that is a CFC Holdco shall be required to become a Guarantor hereunder or grant Liens in favor or otherwise pledge any of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, its assets as Collateral hereunder or under any other Loan Document and (iii) within sixty (60) days after such Person becomes a Domestic Subsidiary or ceases to be an Excluded Subsidiary (or such longer period as the Collateral Agent may reasonably agree), the Borrower shall deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if searches and requested by the Administrative Agent, legal opinionsReal Estate Documents) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Restatement Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesMaterial Real Property. In addition, within five thirty (530) Business Days days after the date any Person becomes a Domestic Subsidiary of a Loan Partyor an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary to the Administrative Agent Collateral Agent, for the benefit of the holders of the Obligations, as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement such documentation as reasonably required by Collateral Agent in form and substance reasonably satisfactory to the Administrative Collateral Agent, provided that the pledge of the Capital Stock of a Domestic Subsidiary that is a CFC Holdco shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Domestic Subsidiary, and (ii) if to the Capital Stock of such Subsidiary is extent certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Collateral Agent, for the benefit of the holders of the Obligations, together with appropriate powers executed in blank. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any Material Real Property of a Person that becomes a Domestic Subsidiary after the Restatement Date whether pursuant to formation, acquisition or otherwise, until (1) the date that occurs forty-five (45) days after the Collateral Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Material Real Property: (i) a completed “life of loan” standard flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice, and (C) a notice about special flood hazard area status and flood disaster assistance executed by the Borrower and any applicable Loan Party relating thereto; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such Material Real Property is located, evidence of required flood insurance in compliance with subclause (C) of clause (d) of Part I of the defined term “Real Estate Documents” and (2) the Collateral Agent shall have received written 107 confirmation from the Lenders that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed); provided that the Collateral Agent may enter into any such Mortgage prior to the notice period specified above upon receipt of the written confirmation described in clause (2) above and provided further that the Borrower’s obligations under Section 5.12(a) to grant a Mortgage of any Material Real Property within the 60-day time period described herein shall be extended for so long as is required to ensure compliance with the requirements of clause (2) above.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent Agent, the Lenders and the Lenders Issuing Banks not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved such Oil and Gas Properties of such Subsidiary as requested by the Administrative Agent by executing and delivering to the Administrative Agent such Mortgages, to Mortgages as the extent necessary to maintain compliance with Section 5.15Administrative Agent shall require, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired Within 30 days (or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower such longer period as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent shall permit in its sole discretion) after the Borrower delivers (or is required to have delivered) the financial statements required by Section 5.1(b) and the Lenders not less than ten (10Compliance Certificate required by Section 5.1(c) Business Days prior with respect to each of the formation or acquisition first and third Fiscal Quarter of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary each Fiscal Year of a Loan PartyHoldings, the Borrower shall will (i) cause such each Domestic Subsidiary that is a Material Subsidiary (iexcluding any Excluded Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, Real Estate Documents with respect to any Material Real Estate of such Joining Guarantor, intercreditor agreements, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) to comply with Section 5.11 and (D) to use commercially reasonable efforts to deliver pursuant to Section 5.13 Collateral Access Agreements with respect to any proved Oil and Gas Properties. In additionMaterial Leases pursuant to which it leases Real Estate, within five (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of the Borrower (including any Subsidiary that is not wholly-owned solely as a Loan Partyresult of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five thirty (530) Business Days days after such Person becomes a wholly-owned Subsidiary of a Loan Party(or such later date as agreed to by the Administrative Agent), the Borrower shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capital Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents; provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of the Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein and (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, searches and legal opinions) reasonably requested by Administrative Agent and consistent with the documents delivered by the Loan Parties on or prior to take all such other actions as such Subsidiary would have been required to deliver and take the Closing Date pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties4.01(a)(iii). In addition, within five thirty (530) Business Days days after the date any Person becomes a Domestic Subsidiary of a Loan Partythe Borrower (or such later date as agreed to by the Administrative Agent), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Domestic Subsidiary owned by a Loan Party to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (if any) to the Administrative Agent, together with appropriate powers executed in blank; provided that in no event shall any Capital Stock of any non-wholly owned Domestic Subsidiary be pledged hereunder to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint-venture, shareholder, stock purchase or similar agreement.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan PartySubsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary thereof and (y) within five (5) Business Days 30 days after such Person becomes a Subsidiary (other than (a) any Insurance Subsidiary, (b) any Subsidiary of an Insurance Subsidiary, (c) any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License (or such later date as agreed to in writing by the Administrative Agent and the Required Lenders in their sole discretion) or (d) a Loan PartySubsidiary with respect to which a guarantee by it would result in an adverse tax consequence (which is not de minimis) (including, without limitation, as a result of any law or regulation in any applicable jurisdiction similar to Section 956 of the Code) to Holdings or the Borrower or any of their respective Subsidiaries, as reasonably determined by the Borrower and the Required Lenders), the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property (other than Excluded Property) by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement Agreement, in substantially the form and substance reasonably satisfactory of Annex I attached to the Administrative AgentGuaranty and Security Agreement, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the reasonable request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan DocumentsDocuments (it being understood and agreed that, with respect to any Subsidiary that is not organized under the laws of the United States, any state thereof or the District of Columbia, this clause (i) shall include the granting of Liens and taking of all perfection actions under the local laws of such Subsidiary’s jurisdiction of formation as may be reasonably required by the Administrative Agent and the Required Lenders), (ii) to grant Liens in favor of the Administrative Agent in all interests in Real Estate (other than Excluded Property) to the proved Oil and Gas Properties of such Subsidiary extent required by Section 5.13, by executing and delivering to the Administrative Agent such Mortgages, to Real Estate Documents as the extent necessary to maintain compliance with Section 5.15, Administrative Agent and the Required Lenders shall reasonably require and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and, if requested by the Administrative Agent, and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas PropertiesReal Estate. In addition, within five (5) Business Days 30 days after the date any Person becomes a direct Subsidiary of a Loan PartyParty (or such later date as agreed to in writing by the Administrative Agent and the Required Lenders in their sole discretion), the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary directly owned by a Loan Party (other than Excluded Property) to the Administrative Agent as security for the Obligations Obligations, by executing and delivering a supplement to the Guaranty and Security Agreement Agreement, substantially in the form of Annex III attached to the Guaranty and substance satisfactory Security Agreement, to the Administrative Agent, Agent and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock (other than Excluded Property) to the Administrative Agent, together with appropriate powers executed in blank; provided that (1) if such Person that becomes a Subsidiary is an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary or any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, this requirement to pledge all of the Capital Stock of such Person shall not apply only to the extent the pledge thereof is (or would be) deemed a change of control of such Person or is (or would be) otherwise prohibited by applicable law or regulations, (2) in the case of any Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License, it is understood and agreed that until such approval is obtained, such Subsidiary shall not transact business or hold any material assets and (3) to the extent and for so long as such Person that becomes a Subsidiary is a Subsidiary with respect to which a guarantee by it would result in an adverse tax consequence (which is not de minimis) (including, without limitation, as a result of any law or regulation in any applicable jurisdiction similar to Section 956 of the Code) to Holdings or the Borrower or any of their respective Subsidiaries, as reasonably determined by the Borrower and the Required Lenders, this requirement to pledge all of the Capital Stock of such Person shall not apply; provided, that, to the extent that such pledge of such Capital Stock (or the pledge of any portion of such Capital Stock) would no longer result in an adverse Tax liability (which is not de minimis), such pledge (or the pledge of any portion of such Capital Stock, as applicable) shall be promptly given. For the avoidance of doubt, (x) in no event shall any Insurance Company, Subsidiary of an Insurance Company, any other Subsidiary of the Borrower that has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License or any Subsidiary with respect to which a guarantee by it would result in an adverse tax consequence (which is not de minimis) (including, without limitation, as a result of any law or regulation in any applicable jurisdiction similar to Section 956 of the Code) to Holdings or the Borrower or any of their respective Subsidiaries, as reasonably determined by the Borrower and the Required Lenders, be required to become a Subsidiary Loan Party, a Loan Party or a Guarantor hereunder; provided, however, for the avoidance of doubt and notwithstanding anything to the contrary herein, in the case of the Persons described in clauses (1) and (3) immediately above, each such Person shall be subject to the applicable covenants contained herein and (y) as of the Closing Date and thereafter, the Capital Stock of RRC shall be pledged and perfected under the laws of the Cayman Islands and the Capital Stock of each other Insurance Subsidiary shall be pledged and perfected under the applicable laws of the United States.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary of Borrower or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of that is a Loan PartyMaterial Subsidiary (excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”), whether pursuant to formation, acquisition or otherwise, otherwise (including if any Domestic Subsidiary ceases to qualify as an Immaterial Subsidiary or is the subject of an Excluded Subsidiary Revocation) (x) the Borrower shall promptly notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition thereof and of any Material Real Estate owned by such Subsidiary Joining Guarantor and (y) within five 60 days (5or such longer period as may be agreed to by the Administrative Agent in its sole discretion) Business Days after such Person becomes a Subsidiary of a Loan PartyJoining Guarantor, the Borrower shall cause such Subsidiary Joining Guarantor (iA) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property subject to the Guaranty and Security Agreement by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as and to the extent applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iiiB) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports searches and, if requested by the Administrative Agent, legal opinions, provided, that legal opinions shall only be required for a Joining Guarantor having a fair market value in excess of $25,000,000) and to take all such other actions as such Subsidiary Joining Guarantor would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary Joining Guarantor had been a Loan Party on the Closing Date or that such Subsidiary would be required Date, (C) to comply with Section 5.11, and (D) to deliver pursuant to Section 5.13 Collateral Access Agreements with respect to leased Real Estate (to the extent the landlord of any proved Oil and Gas Properties. In additionsuch leased Real Estate is a PropCo Landlord, within five an Ensign Landlord or a landlord under a Material Master Lease), in each case, of the type required under Section 5.13, (5ii) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shallpledge, or shall cause the applicable Loan Party to (i) pledge pledge, all of the Capital Stock of such Subsidiary Joining Guarantor to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank. In addition, subject to Section 5.13(b), if a Mortgage Trigger Event has occurred prior to such Joining Guarantor becoming a Loan Party, within 60 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such Joining Guarantor becomes a Loan Party, the Borrower shall cause such Joining Guarantor to execute and deliver to the Administrative Agent, with respect to all Material Real Estate owned by such Loan Party, such Real Estate Documents as the Administrative Agent shall require; provided that no owned Real Estate shall be taken as Collateral unless (i) the Administrative Agent and all Lenders have received at least 45 days advance written notice (which may be provided via email or via posting on any datasite to which the Lenders have access) thereof and (ii) each Lender has notified (which notice may be provided via email) the Administrative Agent that such Lender has completed its flood insurance due diligence and compliance procedures.

Additional Subsidiaries and Collateral. (a) Any newly acquired or formed subsidiary As a condition to the inclusion of any Borrowing Base Asset in the Borrowing Base Amount, the REIT Guarantor and the Borrower or a shall (i) cause (x) the Subsidiary that owns such Borrowing Base Asset (which shall be deemed a Person organized under the laws of any state of the United States or the District of Columbia) to become a Guarantor hereunder and a party to the Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement and (y) each Subsidiary that is not a Loan Party that owns, directly or indirectly, any Capital Stock of any Subsidiary which becomes a guarantor pursuant to clause (x) above to become a Guarantor hereunder and a party to the Security Agreement through the execution and delivery to the Administrative Agent of a Joinder Agreement (provided that, unless designated such Subsidiary owns a Borrowing Base Asset, it shall not be required to xxxxx x Xxxx on, or security interest in, any of its assets or property other than any such Capital Stock of other Subsidiary Loan Parties), in each case under this clause (i), on or before the date on which a Real Property Asset owned by Borrower any such Subsidiary is initially included as an Unrestricted a Borrowing Base Asset pursuant to a Borrowing Base Certificate; and (ii) cause each such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without 100 limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Subsidiary may become a Guarantor in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes this clause (a) unless (x) such Subsidiary is a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, the Borrower and (xy) the Lenders have received from the Borrower shall notify any such documentation and other information requested by the Administrative Agent and the Lenders not less than ten or any Lender pursuant to Section 10.14 at least three (103) Business Days prior to the formation or acquisition proposed effectiveness of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) Subsidiary’s agreement to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii) to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering to the Administrative Agent such Mortgages, to the extent necessary to maintain compliance with Section 5.15, and (iii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blankGuarantor.

Additional Subsidiaries and Collateral. 5.15.1Subsidiaries. If (ai) Any newly any Subsidiary (other than an Excluded Subsidiary) is formed or acquired after the Closing Date or (ii) any Subsidiary ceases to be an Excluded Subsidiary pursuant to the definition thereof, within forty-five (45) calendar days after such Subsidiary is formed or acquired or formed subsidiary of Borrower ceases to be an Excluded Subsidiary (or a Subsidiary shall be deemed a Subsidiary unless designated by Borrower such longer period as an Unrestricted Subsidiary in accordance with the terms of Section 5.12(c). In the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a Subsidiary of a Loan Partymay agree in its sole, reasonable discretion), the Borrower Representative shall (i) unless such Subsidiary becomes a Borrower pursuant to Section 5.17, cause such Subsidiary (i) to duly execute and deliver a joinder agreement to become a new Guarantor and to grant Liens in favor guarantor of the Administrative Agent in all of its personal property by executing Obligations under, and delivering subject to the Administrative Agent terms and conditions of, the Guaranty and Collateral Agreement (or, in the case of a supplement Person required to or that elects to become a Borrower, a Joinder Agreement) together with all schedules and information thereto appropriately completed with respect to such Subsidiary, (ii) cause such Subsidiary to deliver a joinder agreement to the Guaranty and Collateral Agreement providing for the creation of Liens on the Collateral described in such agreement and owned by such Subsidiary as security for the Obligations, (together with all schedules and information thereto appropriately completed with respect to such Subsidiary), (iii) cause such Subsidiary to deliver a joinder agreement to the Guaranty and Collateral Agreement providing for the pledge of any Equity Interests held by such Subsidiary pursuant to the Guaranty and Collateral Agreement (except to the extent that such Equity Interests constitute Excluded Property) (together with all schedules and information thereto appropriately completed with respect to such Subsidiary), (iv) [reserved], (v) deliver, or cause to delivered, any and all certificates representing Equity Interests (if any) held by such Subsidiary, and any Equity Interest in such Subsidiary that are held by other Persons (if any), that are (in each case) required to be delivered pursuant to the Security Agreement Documents (and accompanied, in each case, by undated stock powers or other appropriate instrument of transfer executed in blank), (vi) take such other actions such that all of the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property or are not otherwise required to be pledged or certificated pursuant to the terms of the Credit Documents) issued by any such Subsidiary shall be pledged as security for the Obligations pursuant to such Credit Documents in form and substance reasonably reasonable satisfactory to the Administrative Agent, and authorizing and delivering, at the request as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan DocumentsEquity Interests, (iivii) deliver or cause to grant Liens in favor of the Administrative Agent in the proved Oil and Gas Properties of such Subsidiary by executing and delivering be delivered to the Administrative Agent UCC financing statements naming such Mortgages, to Subsidiary as “Debtor” and naming the extent Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form and substance sufficient in the reasonable opinion of the Administrative ​ ​ Agent and its counsel for filing in each applicable UCC filing office in which filing is necessary to maintain compliance with Section 5.15perfect the Administrative Agent’s Liens in the Collateral granted by such Subsidiary under the applicable Security Documents, and (iiiviii) deliver, or cause to deliver all such other documentation (includingbe delivered, without limitation, certified organizational documents, resolutions, lien searches, environmental reports and, if requested by an opinion of counsel reasonably satisfactory to the Administrative Agent, legal opinions) and Agent as to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 3.1 if such Subsidiary had been a Loan Party on customary matters in connection with the Closing Date or that such Subsidiary would be required to deliver pursuant to Section 5.13 with respect to any proved Oil and Gas Properties. In addition, within five (5) Business Days after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to (i) pledge all of the Capital Stock joinder of such Subsidiary to the Administrative Agent as security for Credit Documents. For the Obligations by executing and delivering a supplement avoidance of doubt, this Section 5.15.1 does not apply to the Guaranty and Security Agreement creation or perfection of a security interest in form and substance satisfactory to the Administrative AgentReal Property, and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed which requirements are set forth in blankSection 5.15.3 below.