Common use of Agreement to Pledge Clause in Contracts

Agreement to Pledge. The Borrower shall, and shall cause each material Subsidiary to, (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g), grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in the Buckeye CO2 Plant and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent an Acceptable Security Interest in additional Proven Reserves of the Borrower and its Subsidiaries not already subject to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries.

Agreement to Pledge. The Borrower (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party shall, and shall cause each material Subsidiary to, (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date its Subsidiaries that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g)a Credit Party to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in the Buckeye CO2 Plant and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of the Engineering Report under Section 5.06(g) this clause (or such later date as the Administrative Agent may agree in its sole discretiona)), to as security for the Administrative Agent Obligations an Acceptable Security Interest in additional Proven Reserves of the Borrower on such Oil and its Subsidiaries Gas Properties not already subject to an Acceptable Security Interest such that after giving effect thereto, the Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent will have and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition. (b) Each Credit Party shall, and shall cause each such Subsidiary to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% any Material Real Property (other than the Corporate Headquarters) acquired after the Closing Date by any Borrower or any of its Subsidiaries within thirty (30) days of such acquisition (or such later date as the PV-10 Administrative Agent may agree to in its sole discretion), together with all items with respect to such Material Real Property (other than the Corporate Headquarters) as described in Section 4.01(g) and (h) and any other items as reasonably requested by the Administrative Agent with respect to such Material Real Property. (c) Each Credit Party shall, and shall cause each Subsidiary to, grant to the Administrative Agent an Acceptable Security Interest in all Property (other than Oil and Gas Properties, all real property, and Excluded Collateral) of any Credit Party or Subsidiary now owned or hereafter acquired, but as to any Subsidiary formed or acquired after the Proven Reserves of Closing Date, within the Borrower and its Subsidiariestime frames required in Section 6.09.

Agreement to Pledge. The Borrower (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party shall, and shall cause each material Subsidiary to, (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date its Subsidiaries that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g)a Credit Party to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in the Buckeye CO2 Plant and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of the Engineering Report under Section 5.06(g) this clause (or such later date as the Administrative Agent may agree in its sole discretiona)), to as security for the Administrative Agent Obligations an Acceptable Security Interest in additional Proven Reserves of the Borrower on such Oil and its Subsidiaries Gas Properties not already subject to an Acceptable Security Interest such that after giving effect thereto, the Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent will have and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition. (b) Each Credit Party shall, and shall cause each such Subsidiary to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% any Material Real Property acquired after the Closing Date by any Borrower or any of its Subsidiaries within thirty (30) days of such acquisition (or such later date as the PV-10 Administrative Agent may agree to in its sole discretion), together with all items with respect to such Material Real Property as described in Section 4.01(g) and (h) and any other items as reasonably requested by the Administrative Agent with respect to such Material Real Property. (c) Each Credit Party shall, and shall cause each Subsidiary to, grant to the Administrative Agent an Acceptable Security Interest in all Property (other than Oil and Gas Properties, all real property, and Excluded Collateral) of any Credit Party or Subsidiary now owned or hereafter acquired, but as to any Subsidiary formed or acquired after the Proven Reserves of Closing Date, within the Borrower and its Subsidiariestime frames required in Section 6.09.

Agreement to Pledge. The Borrower shall, and shall cause each material Subsidiary to, (a) grant If, prior to the Administrative Agent an Acceptable Security Interest in Investment Grade Date, as of the last day of any March, June, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all personal other Property of the Borrower or any Material Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in Holdco Entity not subject to a Lien securing the Joint Venture or any Subsidiary Obligations, exceeds the Material Collateral Threshold, then before the expiration of the Joint Venture, together with any necessary or desirable consents to 30 days (as such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as may be extended by the Administrative Agent may agree in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and (ii) with will cause its Material Subsidiaries and the delivery of each Engineering Report under Section 5.06(g)Holdco Entities to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves such Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant Holdco Entities will not be required to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in any Property of the Buckeye CO2 Plant Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that exceeds the Material Collateral Threshold if the Administrative Agent determines in its sole discretion that the relative burdens and expense of obtaining an Acceptable Security Interest in such Property outweigh the relative benefits of obtaining an Acceptable Security Interest in such Property; provided that neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower nor any applicable Subsidiary nor any Holdco Entity shall be required to grant any Acceptable Security Interest in any real property interest that is subject to the Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Acceptable Title Commitments in respect of all such acquired real property (other than (x) the Excluded Property and (y) real property that consists merely of pipelines or gathering lines), in each case to the extent requested by the Administrative Agent. 3rd Amended/Restated Credit Agreement (b) (i) To the extent that any Mortgage does not expressly exclude any “Building” or “Manufactured (Mobile) Home” (each, provide an opinion of local counsel covering as defined in the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that applicable Flood Insurance Regulations), the Administrative Agent does shall, prior to the execution and delivery of such Mortgage, provide to the Lenders (which may be delivered electronically) (A) a standard life of loan flood hazard determination form for the real property to be mortgaged thereunder, and (B) if such real property is in a special flood hazard area, (x) a notice acknowledged by the Borrower or applicable Restricted Subsidiary of that fact and (if applicable) that flood insurance coverage is not have an Acceptable Security Interest available and (y) if flood insurance is available in at least 85% the community in which such real property is located, a policy of flood insurance in compliance with Flood Insurance Regulations. To the extent that any such real property is subject to the provisions of the PV-10 Flood Insurance Regulations, upon the earlier of (i) twenty (20) Business Days from the Proven Reserves date the information required by the immediately preceding sentence is provided to the Lenders and (ii) receipt by the Administrative Agent of the Borrower and its Subsidiaries based on its most recently a notice from each Lender (which may be delivered Engineering Reportelectronically) that such Lender has completed all necessary flood insurance diligence with respect to such real property, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Administrative Agent may agree permit the execution and delivery of the applicable Mortgage in its sole discretion), to favor of the Administrative Agent an Acceptable Security Interest in additional Proven Reserves of the Borrower and its Subsidiaries not already subject to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its SubsidiariesAgent.

Agreement to Pledge. The Borrower shall, and shall cause each material Subsidiary to, (a) grant If, prior to the Administrative Agent an Acceptable Security Interest in Investment Grade Date, as of the last day of any March, June, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all personal other Property of the Borrower or any Material Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in Holdco Entity not subject to a Lien securing the Joint Venture or any Subsidiary Obligations, exceeds the Material Collateral Threshold, then before the expiration of the Joint Venture, together with any necessary or desirable consents to 30 days (as such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as may be extended by the Administrative Agent may agree in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and (ii) with will cause its Material Subsidiaries and the delivery of each Engineering Report under Section 5.06(g)Holdco Entities to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves such Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant Holdco Entities will not be required to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in any Property of the Buckeye CO2 Plant Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that exceeds the Material Collateral Threshold if the Administrative Agent determines in its sole discretion that the relative burdens and expense of obtaining an Acceptable Security Interest in such Property outweigh the relative benefits of obtaining an Acceptable Security Interest in such Property; provided that neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower nor any applicable Subsidiary nor any Holdco Entity shall be required to grant any Acceptable Security Interest in any real property interest that is subject to the Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Acceptable Title Commitments in respect of all such acquired real property (other than (x) the Excluded Property and (y) real property that consists merely of pipelines or gathering lines), in each case to the extent requested by the Administrative Agent. (i) To the extent that any Mortgage does not expressly exclude any “Building” or “Manufactured (Mobile) Home” (each, provide an opinion of local counsel covering as defined in the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that applicable Flood Insurance Regulations), the Administrative Agent does shall, prior to the execution and delivery of such Mortgage, provide to the Lenders (which may be delivered electronically) (A) a standard life of loan flood hazard determination form for the real property to be mortgaged thereunder, and (B) if such real property is in a special flood hazard area, (x) a notice acknowledged by the Borrower or applicable Restricted Subsidiary of that fact and (if applicable) that flood insurance coverage is not have an Acceptable Security Interest available and (y) if flood insurance is available in at least 85% the community in which such real property is located, a policy of flood insurance in compliance with Flood Insurance Regulations. To the extent that any such real property is subject to the provisions of the PV-10 Flood Insurance Regulations, upon the earlier of (i) twenty (20) Business Days from the Proven Reserves date the information required by the immediately preceding sentence is provided to the Lenders and (ii) receipt by the Administrative Agent of the Borrower and its Subsidiaries based on its most recently a notice from each Lender (which may be delivered Engineering Reportelectronically) that such Lender has completed all necessary flood insurance diligence with respect to such real property, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Administrative Agent may agree permit the execution and delivery of the applicable Mortgage in its sole discretion)favor of the Administrative Agent. (ii) Upon any increase, extension or renewal of the Commitments, if any Mortgage does not expressly exclude any Building or Manufactured (Mobile) Home, the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent an Acceptable Security Interest in additional Proven Reserves of that Borrower has all necessary flood insurance under Flood Insurance Regulations with respect to the Borrower and its Subsidiaries not already real property subject to an Acceptable Security Interest such that after giving effect thereto Mortgage, and the Administrative Agent will shall have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of completed all necessary flood insurance due diligence and confirmed compliance with all Flood Insurance Regulations with respect thereto. (iii) If any Mortgage does not expressly exclude any Building or Manufactured (Mobile) Home, the Borrower shall maintain flood insurance on any Buildings or Manufactured (Mobile) Homes subject to such Mortgage that are located in a special flood hazard area, from such providers, on such terms and its Subsidiariesin such amounts as required by the Flood Insurance Regulations. (c) Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that at any time on or after the Investment Grade Date, so long as no Event of Default then exists, at the Borrower’s request (the date of such request, the “Collateral Release Date”), the Liens (including equity pledges) otherwise required by this Agreement and granted pursuant to the Security Documents shall be automatically released (the “Collateral Release Event”). From and after the Collateral Release Date, the Administrative Agent shall promptly execute, deliver and/or file at the Borrower’s expense all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such Collateral Release Event.

Agreement to Pledge. The Borrower shall, and shall cause each material Subsidiary to, (other than (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquiredEntrada Entities, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower unless CIECO Debt Termination has occurred, and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (iany Non-Guarantor Subsidiary) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g)to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves any Property of the Borrower or such Subsidiary now owned or hereafter acquired, including Borrowing Base Properties and its Subsidiaries based on its most recently delivered Engineering ReportProven Reserves attributable thereto, and if requested by promptly after receipt of a written request from the Administrative Agent; provided that, provide an opinion so long as no Default or Event of local counsel covering Default shall have occurred and be continuing, the Security Instrument pursuant Borrower and such Subsidiaries shall not be required to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in the Buckeye CO2 Plant any Borrowing Base Properties that constitute more than 80% (by value) of Borrowing Base Properties and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the Proven Reserves attributable thereto (but in no event that shall the Administrative Agent does not have an Acceptable Security Interest in at least 85less than 80% (by value) of the PV-10 of the all such Borrowing Base Properties and Proven Reserves of attributable thereto). Notwithstanding the foregoing, neither the Borrower and nor any of its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Administrative Agent may agree in its sole discretion), be required to the Administrative Agent grant an Acceptable Security Interest in additional Proven Reserves (y) its ownership interest in and to Medusa Spar, LLC or (z) its ownership in and to (i) the Entrada Assets or (ii) any equity interests of any Entrada Entity (for so long as such Entrada Entity does not own any material or significant asset other than Entrada Assets), unless the Borrower has notified the Administrative Agent, in writing, that it has elected to include such Entrada Assets or any other assets owned by such Entrada Entity as a portion of the Borrower and its Subsidiaries not already subject Borrowing Base or, with respect to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an Acceptable Security Interest any equity interest described in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiariesclause (ii), CIECO Debt Termination has occurred.

Agreement to Pledge. The Borrower shall, and shall cause each material Restricted Subsidiary to, (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g), grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves any Property of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by or any Restricted Subsidiary now owned or hereafter acquired promptly after receipt of a written request from the Administrative Agent, provide ; provided that (a) unless an opinion Event of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest Default has occurred and is granted continuing and other than as provided in clause (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as below, in no event shall the Administrative Agent may agree in its sole discretion), be permitted to request or the Borrower be required to grant to the Administrative Agent an Acceptable Security Interest in any Oil and Gas Properties that exceeds 90% (by value) of the Buckeye CO2 Plant PV-10 of all of the Borrower’s and if requested by its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, (b) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have an Acceptable Security Interest in at least 8590% (by value) of the PV-10 of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves of and Oil and Gas Properties, (c) the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries Administrative Agent to, grant, within thirty (30) days at all times and without any requirement of delivery of the Engineering Report under Section 5.06(g) (or such later date as a written request from the Administrative Agent may agree in its sole discretion)Agent, to the Administrative Agent an Acceptable Security Interest in additional Proven Reserves of the Borrower and its Subsidiaries not already subject to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an Acceptable Security Interest in at least 85all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties located in Kingfisher County, Oklahoma, (d) the Borrower shall not be required to xxxxx x Xxxx encumbering more than 66% of the PV-10 outstanding Voting Securities in any Foreign Subsidiary unless the granting of such Lien would not result in a material adverse Tax consequence to the Borrower or any of its Restricted Subsidiaries, and (e) the Borrower shall not be required to xxxxx x Xxxx encumbering Equity Interests of Unrestricted Subsidiaries that are scheduled as provided in the Security Agreement. If an Event of Default has occurred and is continuing, the Administrative Agent is permitted to request, and the Borrower shall be required to promptly (but in any event within three Business Days after Administrative Agent delivers the Borrower a form of Mortgage for such Oil and Gas Properties (other than any exhibits or schedules thereto)) grant an Acceptable Security Interest in substantially all of the Proven Reserves of the Borrower Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties (whether or not such Oil and Gas Properties constitute Proven Reserves). Such form of Mortgage shall reaffirm any Acceptable Security Interest granted in any Oil and Gas Property prior thereto.

Agreement to Pledge. The Borrower shall, and shall cause each material Subsidiary to, (other than (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquiredEntrada Entities, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower unless CIECO Debt Termination has occurred, and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (iany Non-Guarantor Subsidiary) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g)to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves any Property of the Borrower or such Subsidiary now owned or hereafter acquired, including Borrowing Base Properties and Proven Reserves attributable thereto, promptly after receipt of a written request from the Administrative Agent; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and such Subsidiaries shall not be required to grant an Acceptable Security Interest in any Borrowing Base Properties that constitute more than 90% (by value) of Borrowing Base Properties and Proven Reserves attributable thereto (but in no event shall the Administrative Agent have an Acceptable Security Interest in less than 90% (by value) of all such Borrowing Base Properties and Proven Reserves attributable thereto). Notwithstanding the foregoing, neither the Borrower nor any of its Subsidiaries based on shall be required to grant an Acceptable Security Interest in (y) its most recently delivered Engineering Reportownership interest in and to Medusa Spar, LLC or (z) its ownership in and if requested by to (i) the Entrada Assets or (ii) any equity interests of any Entrada Entity (for so long as such Entrada Entity does not own any material or significant asset other than Entrada Assets), unless the Borrower has notified the Administrative Agent, provide an opinion in writing, that it has elected to include such Entrada Assets or any other assets owned by such Entrada Entity as a portion of local counsel covering the Security Instrument pursuant Borrowing Base or, with respect to which such Acceptable Security Interest is granted and any equity interest described in clause (c) on or prior ii), CIECO Debt Termination has occurred. In addition to the date that is foregoing and within thirty (30) days following of the Closing Date (or such later date as Date, the Administrative Agent may agree in its sole discretion)Borrower shall, and/or shall cause each Subsidiary to, grant to the Administrative Agent an Acceptable Security Interest in its interests in (i) the Buckeye CO2 Plant ExL Properties in Permian Basin (Texas) and if requested by (ii) the Administrative AgentHaynesville Shale (Louisiana), provide an opinion of local counsel covering to the Security Instrument pursuant to which extent necessary such Acceptable Security Interest is granted. In the event that the Administrative Agent does not shall have an Acceptable Security Interest in at least 85% and to not less than 90%, in the aggregate, of the PV-10 present value of the Proven Reserves all Borrowing Base Properties of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, Guarantors and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent an Acceptable Security Interest in additional Proven Reserves of attributable thereto, including such properties described in the Borrower immediately preceding clauses (i) and its Subsidiaries not already subject to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries(ii).

Agreement to Pledge. The Borrower shall, and shall cause each material Subsidiary to, (a) grant If, prior to the Administrative Agent an Acceptable Security Interest in Investment Grade Date, as of the last day of any March, June, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all personal other Property of the Borrower or any Material Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in Holdco Entity not subject to a Lien securing the Joint Venture or any Subsidiary Obligations, exceeds the Material Collateral Threshold, then before the expiration of the Joint Venture, together with any necessary or desirable consents to 30 days (as such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as may be extended by the Administrative Agent may agree in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and (ii) with will cause its Material Subsidiaries and the delivery of each Engineering Report under Section 5.06(g)Holdco Entities to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves such Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant Holdco Entities will not be required to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in any Property of the Buckeye CO2 Plant and Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that exceeds the Material Collateral Threshold if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have determines in its sole discretion that the relative burdens and expense of obtaining an Acceptable Security Interest in at least 85% such Property outweigh the relative benefits of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent obtaining an Acceptable Security Interest in additional Proven Reserves such Property; provided that (a) neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower and its Subsidiaries not already subject nor any applicable Subsidiary nor any Holdco Entity shall be required to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an grant any Acceptable Security Interest in at least 85% any real property interest that is subject to the Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Acceptable Title Commitments in respect of all such acquired real property (other than (x) the Excluded Property and (y) real property that consists merely of pipelines or gathering lines). (i) To the extent that any Mortgage does not expressly exclude any “Building” or “Manufactured (Mobile) Home” (each, as defined in the applicable Flood Insurance Regulations), the Administrative Agent shall, prior to the execution and delivery of such Mortgage, provide to the Lenders (which may be delivered electronically) (A) a standard life of loan flood hazard determination form for the real property to be mortgaged thereunder, and (B) if such real property is in a special flood hazard area, (x) a notice acknowledged by the Borrower or applicable Restricted Subsidiary of that fact and (if applicable) that flood insurance coverage is not available and (y) if flood insurance is available in the community in which such real property is located, a policy of flood insurance in compliance with Flood Insurance Regulations. To the extent that any such real property is subject to the provisions of the PV-10 Flood Insurance Regulations, upon the earlier of (i) twenty (20) Business Days from the date the information required by the immediately preceding sentence is provided to the Lenders and (ii) receipt by the Administrative Agent of a notice from each Lender (which may be delivered electronically) that such Lender has completed all necessary flood insurance diligence with respect to such real property, the Administrative Agent may permit the execution and delivery of the Proven Reserves applicable Mortgage in favor of the Administrative Agent. 71 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement (ii) Upon any increase, extension or renewal of the Commitments, if any Mortgage does not expressly exclude any Building or Manufactured (Mobile) Home, the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent that Borrower has all necessary flood insurance under Flood Insurance Regulations with respect to the real property subject to such Mortgage, and its Subsidiariesthe Administrative Agent shall have completed all necessary flood insurance due diligence and confirmed compliance with all Flood Insurance Regulations with respect thereto. (iii) If any Mortgage does not expressly exclude any Building or Manufactured (Mobile) Home, the Borrower shall maintain flood insurance on any Buildings or Manufactured (Mobile) Homes subject to such Mortgage that are located in a special flood hazard area, from such providers, on such terms and in such amounts as required by the Flood Insurance Regulations. (c) Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that at any time on or after the Investment Grade Date, so long as no Event of Default then exists, at the Borrower’s request (the date of such request, the “Collateral Release Date”), the Liens (including equity pledges) otherwise required by this Agreement and granted pursuant to the Security Documents shall be automatically released (the “Collateral Release Event”). From and after the Collateral Release Date, the Administrative Agent shall promptly execute, deliver and/or file at the Borrower’s expense all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such Collateral Release Event.

Agreement to Pledge. The Borrower shall, and shall cause each material Restricted Subsidiary to, (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g), grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves any Property of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by or any Restricted Subsidiary now owned or hereafter acquired promptly after receipt of a written request from the Administrative Agent, provide ; provided that (a) unless an opinion Event of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest Default has occurred and is granted continuing and other than as provided in clause (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as below, in no event shall the Administrative Agent may agree in its sole discretion), be permitted to request or the Borrower be required to grant to the Administrative Agent an Acceptable Security Interest in any Oil and Gas Properties that exceeds 90% (by value) of all of the Buckeye CO2 Plant Borrower's and if requested by its Restricted Subsidiaries' Proven Reserves and Oil and Gas Properties, (b) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have an Acceptable Security Interest in at least 8590% (by value) of all of the PV-10 of the Borrower's and its Restricted Subsidiaries' Proven Reserves of and Oil and Gas Properties, (c) the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries Administrative Agent to, grant, within thirty (30) days at all times and without any requirement of delivery of the Engineering Report under Section 5.06(g) (or such later date as a written request from the Administrative Agent may agree in its sole discretion)Agent, to the Administrative Agent an Acceptable Security Interest in additional Proven Reserves of the Borrower and its Subsidiaries not already subject to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an Acceptable Security Interest in at least 85all of the Borrower's and its Restricted Subsidiaries' Oil and Gas Properties located in Kingfisher County, Oklahoma, (d) the Borrower shall not be required to xxxxx x Xxxx encumbering more than 66% of the PV-10 outstanding Voting Securities in any Foreign Subsidiary unless the granting of such Lien would not result in a material adverse tax consequence to the Borrower or any of its Restricted Subsidiaries, and (e) the Borrower shall not be required to xxxxx x Xxxx encumbering Equity Interests of Unrestricted Subsidiaries that are scheduled as provided in the Security Agreement. If an Event of Default has occurred and is continuing, the Administrative Agent is permitted to request, and the Borrower shall be required to promptly (but in any event within three Business Days after Administrative Agent delivers the Borrower a form of Mortgage for such Oil and Gas Properties (other than any exhibits or schedules thereto)) grant an Acceptable Security Interest in substantially all of the Proven Reserves of the Borrower Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties (whether or not such Oil and Gas Properties constitute Proven Reserves). Such form of Mortgage shall reaffirm any Acceptable Security Interest granted in any Oil and Gas Property prior thereto.

Agreement to Pledge. The Borrower shall, and shall cause each material Subsidiary to, (a) grant If, prior to the Administrative Agent an Acceptable Security Interest in Investment Grade Date, as of the last day of any March, June, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all personal other Property of the Borrower or any Material Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in Holdco Entity not subject to a Lien securing the Joint Venture or any Subsidiary Obligations, exceeds the Material Collateral Threshold, then before the expiration of the Joint Venture, together with any necessary or desirable consents to 30 days (as such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as may be extended by the Administrative Agent may agree in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and (ii) with will cause its Material 3rd Amended/Restated Credit Agreement Subsidiaries and the delivery of each Engineering Report under Section 5.06(g)Holdco Entities to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves such Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant Holdco Entities will not be required to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in any Property of the Buckeye CO2 Plant and Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that exceeds the Material Collateral Threshold if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have determines in its sole discretion that the relative burdens and expense of obtaining an Acceptable Security Interest in at least 85% such Property outweigh the relative benefits of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent obtaining an Acceptable Security Interest in additional Proven Reserves such Property; provided that (a) neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower and its Subsidiaries not already subject nor any applicable Subsidiary nor any Holdco Entity shall be required to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will have an grant any Acceptable Security Interest in at least 85% any real property interest that is subject to the Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Acceptable Title Commitments in respect of all such acquired real property (other than (x) the Excluded Property and (y) real property that consists merely of pipelines or gathering lines). (i) To the extent that any Mortgage does not expressly exclude any “Building” or “Manufactured (Mobile) Home” (each, as defined in the applicable Flood Insurance Regulations), the Administrative Agent shall, prior to the execution and delivery of such Mortgage, provide to the Lenders (which may be delivered electronically) (A) a standard life of loan flood hazard determination form for the real property to be mortgaged thereunder, and (B) if such real property is in a special flood hazard area, (x) a notice acknowledged by the Borrower or applicable Restricted Subsidiary of that fact and (if applicable) that flood insurance coverage is not available and (y) if flood insurance is available in the community in which such real property is located, a policy of flood insurance in compliance with Flood Insurance Regulations. To the extent that any such real property is subject to the provisions of the PV-10 Flood Insurance Regulations, upon the earlier of (i) twenty (20) Business Days from the date the information required by the immediately preceding sentence is provided to the Lenders and (ii) receipt by the Administrative Agent of a notice from each Lender (which may be delivered electronically) that such Lender has completed all necessary flood insurance diligence with respect to such real property, the Administrative Agent may permit the execution and delivery of the Proven Reserves applicable Mortgage in favor of the Administrative Agent. (ii) Upon any increase, extension or renewal of the Commitments, if any Mortgage does not expressly exclude any Building or Manufactured (Mobile) Home, the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent that Borrower has all necessary flood insurance under Flood Insurance Regulations with respect to the real property subject to such Mortgage, and its Subsidiariesthe Administrative Agent shall have completed all necessary flood insurance due diligence and confirmed compliance with all Flood Insurance Regulations with respect thereto. (iii) If any Mortgage does not expressly exclude any Building or Manufactured (Mobile) Home, the Borrower shall maintain flood insurance on any Buildings or Manufactured (Mobile) Homes subject to such Mortgage that are located in a special flood hazard area, from such providers, on such terms and in such amounts as required by the Flood Insurance Regulations. 3rd Amended/Restated Credit Agreement (c) Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that at any time on or after the Investment Grade Date, so long as no Event of Default then exists, at the Borrower’s request (the date of such request, the “Collateral Release Date”), the Liens (including equity pledges) otherwise required by this Agreement and granted pursuant to the Security Documents shall be automatically released (the “Collateral Release Event”). From and after the Collateral Release Date, the Administrative Agent shall promptly execute, deliver and/or file at the Borrower’s expense all such further releases, termination statements, documents, agreements, certificates and instruments and do such further acts as the Borrower may reasonably require to more effectively evidence or effectuate such Collateral Release Event.

Agreement to Pledge. The Borrower shall, and shall cause each material Restricted Subsidiary to, (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g), grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves any Property of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by or any Restricted Subsidiary now owned or hereafter acquired promptly after receipt of a written request from the Administrative Agent; provided that, provide (a) unless an opinion Event of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest Default has occurred and is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as continuing, in no event shall the Administrative Agent may agree in its sole discretion), be permitted to request or the Borrower be required to grant to the Administrative Agent an Acceptable Security Interest in any Oil and Gas Properties constituting Proven Reserves that exceeds 90% (by value) (or such greater percentage if required under any Second Lien Loan Document) of all of the Buckeye CO2 Plant Borrower's and if requested by its Restricted Subsidiaries' Proven Reserves and Oil and Gas Properties, (b) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have an Acceptable Security Interest in at least 8590% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(gby value) (or such later date as greater percentage if required under any Second Lien Loan Document) of all of the Borrower's and its Restricted Subsidiaries' Oil and Gas Properties attributable to Proven Reserves and (c) the Borrower shall cause the Administrative Agent may agree in its sole discretion)to, to at all times and without any requirement of a written request from the Administrative Agent an Acceptable Security Interest in additional Proven Reserves of the Borrower and its Subsidiaries not already subject to an Acceptable Security Interest such that after giving effect thereto the Administrative Agent will Agent, have an Acceptable Security Interest in at least 85% all of the PV-10 Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties located in Kingfisher County, Oklahoma, that are not attributable to Proven Reserves. If an Event of Default has occurred and is continuing, the Administrative Agent is permitted to request, and the Borrower shall be required to promptly (but in any event within three Business Days after Administrative Agent delivers the Borrower a form of Mortgage for such Oil and Gas Properties (other than any exhibits or schedules thereto)) grant an Acceptable Security Interest in all of the Proven Reserves of the Borrower Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties (whether or not such Oil and Gas Properties constitute Proven Reserves). Such form of Mortgage shall reaffirm any Acceptable Security Interest granted in any Oil and Gas Property prior thereto.

Agreement to Pledge. The Borrower (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least eighty percent (80%) of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto, then each Credit Party shall, and shall cause each material Subsidiary to, (a) grant to the Administrative Agent an Acceptable Security Interest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date its Subsidiaries that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g)a Credit Party to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in the Buckeye CO2 Plant and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Administrative Agent does not have an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then the Borrower shall, and shall cause the Subsidiaries to, grant, within thirty (30) days of delivery the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of the Engineering Report under Section 5.06(g) this clause (or such later date as the Administrative Agent may agree in its sole discretiona)), to as security for the Administrative Agent Obligations an Acceptable Security Interest in additional Proven Reserves of the Borrower on such Oil and its Subsidiaries Gas Properties not already subject to an Acceptable Security Interest such that after giving effect thereto thereto, the Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least eighty percent (80%) of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent will have and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition. (b) Each Credit Party shall, and shall cause each such Subsidiary to, grant to the Administrative Agent an Acceptable Security Interest in at least 85% any Material Real Property (other than the Corporate Headquarters) acquired after the Closing Date by any Borrower or any of its Subsidiaries within thirty (30) days of such acquisition (or such later date as the PV-10 Administrative Agent may agree to in its sole discretion), together with all items with respect to such Material Real Property (other than the Corporate Headquarters) as described in Section 4.01(g) and (h) and any other items as reasonably requested by the Administrative Agent with respect to such Material Real Property. (c) Each Credit Party shall, and shall cause each Subsidiary to, grant to the Administrative Agent an Acceptable Security Interest in all Property (other than Oil and Gas Properties, all real property, and Excluded Collateral) of any Credit Party or Subsidiary now owned or hereafter acquired, but as to any Subsidiary formed or acquired after the Proven Reserves of Closing Date, within the Borrower and its Subsidiariestime frames required in Section 6.09.