Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) In connection with each delivery of a Reserve Report, the Company shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum, then the Company shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, grant within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under certificate referred to in Section 8.12(c), ) to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of the Collateral Coverage Minimumtotal value of the Oil and Gas Properties included in the then effective Borrowing Base. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any The Parent Guarantor shall promptly cause each Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Parent Guarantor shall, or shall cause such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) grant a first-priority security interest in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, as appropriate, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause In the other material tangible and intangible assets of event that the Borrower and each Guarantor to be subject to or any Material Subsidiary becomes a Lien pursuant to and as required by partner in a Partnership or acquire additional interest in a Partnership, then the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall executeBorrower shall, or shall cause to such Subsidiary to, (i) grant a first-priority security interest in all the Equity Interests owned by such Person in such Partnership and (ii) execute and deliver such other additional documents, certificates and legal opinions as shall reasonably be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since requested by the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such total value, then the Company Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after The Borrower shall (i) cause each Restricted Subsidiary that is not a party to the Closing DateGuaranty Agreement to, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in any event no event later than fifteen (15) Business Days 15 days after the date on which such Subsidiary was formed formation or acquired (or, if applicable, determined to be a Material Subsidiary) acquisition (or other similar event) of such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Restricted Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by whereby such Material SubsidiaryRestricted Subsidiary will guarantee the Indebtedness, (ii) in pledge, or cause the case of any newly formed applicable Restricted Subsidiary or acquired Material SubsidiaryRestricted Subsidiaries to pledge, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Restricted Subsidiary (including, without limitation, delivery of original any stock certificates evidencing the Equity Interests of such Material Restricted Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver deliver, and cause each Restricted Subsidiary to execute and deliver, such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves proved Oil and Gas Properties (and on at least 90% of the Company total value of the proved, developed and it Subsidiaries producing reserves) evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least 80% of such total value (and on at least 90% of the Collateral Coverage Minimumtotal value of the proved, developed and producing reserves), then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value (and on at least 90% of the Collateral Coverage Minimumtotal value of the proved, developed and producing reserves). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material The Borrower shall promptly cause each Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 10 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery of a Reserve Report, the Company shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum, then the Company shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Subsidiaries, the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least 85% of such total value as determined by the Collateral Coverage MinimumAdministrative Agent, then the Company Borrower shall, and or shall cause its Subsidiaries one or more of the other Credit Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of after delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponObligations, but subject to the provisos at the end of such definition) on Security Instruments covering additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after The Borrower shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to Guarantee the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grantGuarantee, the Company Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 30 days (ior such later date as the Administrative Agent may agree in its reasonable discretion) after the formation or acquisition (or other similar event) of such Material Subsidiary to, execute and deliver (i) a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in a supplement executed by such Subsidiary to the case of any newly formed or acquired Material Subsidiary, Security Agreement executed by the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to on the Effective Date, (iii) a pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base and at any other times reasonably elected by the Agent or the Requisite Holders, the Company Issuer shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (wi) ninety percent (90%) 95% of the PV-10 PV-9 of the Proved Reserves evaluated in the most recent Reserve Report, (ii) 95% of the PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such the most recent Reserve Report, (xiii) ninety percent (90%) 100% of the PV-10 total gross acreage of the Proved Reserves Note Parties on the Effective Date, (iv) 90% of the Company total gross acreage of the Note Parties at any time after the Effective Date, (v) substantially all of the Note Parties’ Midstream Properties and its Subsidiaries evaluated any infrastructure or related Oil and Gas Property (excluding, for the avoidance of doubt, any Midstream Properties constituting Excluded Assets), (vi) all of the Whitehorse Assets acquired on the Effective Date and (vii) any other of the Note Parties’ Oil and Gas Properties requested by the Agent of the Requisite Holders from time to time with a fair market value in such Reserve Report (excess of $2,000,000, in each case, after giving effect to exploration and production activities, acquisitionsacquisitions (including the Whitehorse Asset Acquisition), dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD production (collectively, the “Collateral Coverage MinimumMinimum Mortgage Requirements”). In the event that the Mortgaged Properties do not represent at least satisfy the Collateral Coverage MinimumMinimum Mortgage Requirements, then the Company Issuer shall, and shall cause its Subsidiaries the other Note Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.12(b) (or, in the case of clause (vii) above, within thirty (30) days of the Agent’s or Requisite Holders’ written request), to the Administrative Agent as security for the Secured Obligations Obligations, a first-priority Second Priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionby Section 9.03 may exist) on additional Oil and Gas Properties, Midstream Properties (excluding, for the avoidance of doubt, any Midstream Properties constituting Excluded Assets) and properties described in the definition of Minimum Mortgage Requirements not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least satisfy the Collateral Coverage MinimumMinimum Mortgage Requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent Requisite Holders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Domestic Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Domestic Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed The Issuer shall promptly cause each newly created or acquired by the Company or any of its Subsidiaries (or the Company determines Domestic Subsidiary that any existing Subsidiary is a Material Wholly-Owned Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee Guaranty Agreement and to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral Agreement(as defined in the applicable security agreement, but which shall in no event include Excluded Assets) pursuant to a security agreement. In connection with any such guaranty and security interest grantguaranty, the Company Issuer shall, or shall cause (i) such Material Domestic Subsidiary to, to execute and deliver the Guaranty Agreement (or a supplement to the Guarantee thereto, as applicable) and Collateral Agreement executed by such Material Subsidiarya security agreement (or a supplement thereto, as applicable) and (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Domestic Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Domestic Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative AgentRequisite Holders. (c) The Company will at In the event that any Note Party becomes the owner of a Domestic Subsidiary, then the Note Party shall (i) pledge 100% of all times cause the other material tangible Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Note Party and intangible assets to the extent such pledge does not occur automatically under the Guaranty Agreement (including, in each case, delivery of the Borrower and original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each Guarantor to be subject to a Lien pursuant to and as required certificate duly executed in blank by the Security Instrumentsregistered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Requisite Holders. (d) Within thirty The Issuer hereby guarantees the payment of all Obligations of each Note Party (30other than the Issuer) days and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Note Party (or other than the Issuer) in order for such longer period of time agreed Note Party to by the Administrative Agent in honor its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages obligations under its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Issuer shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Oil Note Document, as it relates to such other Note Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien for any greater amount). The obligations of the Security Instruments Issuer under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or otherwise desirable to evidence terminated and the Liens principal of and interest on each Note and all fees payable hereunder and all other amounts payable under the Note Documents have been paid in favor of the Collateral Agent, for the benefit of the Secured Partiesfull.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base pursuant to the terms of the Senior Revolving Credit Agreement, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a firstsecond-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by the Company Borrower or any of its Subsidiaries (Subsidiary acquires or the Company determines that forms any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Subsidiary, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereofthereof to the Senior Administrative Agent) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent, in each case subject to the rights and interests of the Senior Administrative Agent. (c) The Company Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor Subsidiary to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence in accordance with the Liens in favor of the Collateral Agent, for the benefit of the Secured Partiesterms thereof.

Additional Collateral; Additional Guarantors. (a) In connection with each the delivery of a each Reserve Report, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent (i) at least (w) ninety percent (90%) 95% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) production and (yii) prior to any leases that were extended by payment and not production after the APOD Completion Date, all delivery of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”)previous Reserve Report that are not Mortgaged Properties. In the event that If the Mortgaged Properties do not represent at least 95% of such total value and all of the Collateral Coverage Minimumleases that were extended by payment and not production after the delivery of the previous Reserve Report that are not Mortgaged Properties, then the Company Borrower shall, and shall cause its Subsidiaries to, grantgrant (from its available unencumbered Property), within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Collateral Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such total value and all of the Collateral Coverage Minimumleases that were extended by payment and not production after the delivery of the previous Reserve Report that are not Mortgaged Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Collateral Agent and Collateral Agent the Borrower and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after If any Subsidiary is or becomes a Material Domestic Subsidiary, then the Closing DateBorrower shall promptly (and, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries event, within thirty (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (1530) Business Days days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretiondate) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent and the Collateral Agent. (c) The Company will at all times cause the other material tangible and intangible assets of If the Borrower or any Subsidiary intends to grant any Lien on any Property to secure any Second Lien Notes, then the Borrower will provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days Collateral Agent (or such longer period of shorter time agreed as the Collateral Agent may agree in its sole discretion), and the Borrower will, and will cause its Subsidiaries to, first grant to the Collateral Agent to secure the Secured Obligations a prior Lien, on the same Property pursuant to Security Instruments in form and substance satisfactory to the Collateral Agent to the extent a prior Lien has not already been granted to the Collateral Agent on such Property. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of . The Borrower will cause any Subsidiary and any other Person guaranteeing any Second Lien Notes to contemporaneously guarantee the Secured PartiesObligations pursuant to the Guaranty Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after The Borrower shall (i) cause each Restricted Subsidiary that is not a party to the Closing DateGuaranty Agreement to, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in any event no event later than fifteen (15) Business Days 15 days after the date on which such Subsidiary was formed formation or acquired (or, if applicable, determined to be a Material Subsidiary) acquisition (or other similar event) of such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Restricted Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by whereby such Material SubsidiaryRestricted Subsidiary will guarantee the Indebtedness, (ii) in pledge, or cause the case of any newly formed applicable Restricted Subsidiary or acquired Material SubsidiaryRestricted Subsidiaries to pledge, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Restricted Subsidiary (including, without limitation, delivery of original any stock certificates evidencing the Equity Interests of such Material Restricted Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver deliver, and cause each Restricted Subsidiary to execute and deliver, such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including, for avoidance of doubt, any Interim Redetermination), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries Borrowing Base Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such PV-9 value, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such PV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (b) From and after the Closing Date, in the event The Borrower shall promptly cause each Domestic Subsidiary Group Member that any is a wholly-owned Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty and security interest grant, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, to promptly execute and deliver a supplement to the such Guarantee and Collateral Agreement executed by such Material Subsidiary(or a supplement thereto, as applicable), (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Company Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor Group Member to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesInstruments.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result of the Immaterial ii) any Domestic Subsidiary Cap being exceeded))incurs or guarantees any Debt, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Restricted Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the voting Equity Interests of such Foreign Subsidiary and 100% of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety seventy percent (9070%) of the PV-10 total value of the Proved Developed Producing PDP Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently delivered Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least seventy percent (70%) of the Collateral Coverage Minimumtotal value of the PDP Reserves evaluated in the most recently delivered Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production), then the Company Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) 30 days (or such longer period of time agreed as may be acceptable to by the Administrative Agent in its sole discretionAgent) of after delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent Agent, as security for the Secured Obligations Indebtedness, a first-first priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to through (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties of the Credit Parties that are not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least seventy percent (70%) of the Collateral Coverage Minimumtotal value of the PDP Reserves evaluated in the most recently delivered Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that the Borrower forms or acquires any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Domestic Subsidiary (including other than a newly formed Domestic Subsidiary that is not capitalized and owns no Property, but only for so long as such Domestic Subsidiary remains uncapitalized and owns no Property) that is not designated as an Unrestricted Subsidiary pursuant to Section 9.18(b), or designates an Unrestricted Subsidiary to be a result of the Immaterial Restricted Subsidiary Cap being exceeded)pursuant to Section 9.18(c), the Company Borrower shall promptly, but promptly (and in no any event later than fifteen (15) within 10 Business Days after the date on which of such Subsidiary was formed acquisition or acquired (ordesignation, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent may agree in its reasonable sole discretion) cause such newly formed or acquired Domestic Subsidiary (or such existing Subsidiary, if applicable) to guarantee the Indebtedness and secure ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral (as defined in the Secured Obligations Guarantee and Collateral Agreement) pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest granttherewith, the Company Borrower shall, or shall cause the applicable Restricted Subsidiary and, in the case of clause (ii) below, cause any Credit Party that owns any Equity Interests of the new Restricted Subsidiary, to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary(or a supplement or joinder thereto, as applicable), (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Restricted Subsidiary that are owned by any Credit Party (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor Domestic Subsidiary (including all Swap Agreements) to be subject to a Lien pursuant to and as required by of the Security Instruments, excluding the assets excluded from the Collateral under the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent Notwithstanding any provision in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report Loan Documents to the extent not already subject to a Lien of contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesManufactured (Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 100% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum100% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Liens permitted by Section 9.03(c) and Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum100% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by the Company Borrower or any of its Subsidiaries (Subsidiary acquires or the Company determines that forms any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Subsidiary, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor Subsidiary to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesInstruments.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such total value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed The Parent shall promptly cause each newly created or acquired by the Company or any of its Subsidiaries (or the Company determines Domestic Subsidiary that any existing Subsidiary is a Material Wholly-Owned Subsidiary (including as a result of other than the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicableBorrower) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Parent shall, or shall cause (i) such Material Domestic Subsidiary to, : (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause In the other material tangible and intangible assets event that any Loan Party becomes the owner of a Foreign Subsidiary, then the Borrower and shall, or shall promptly cause such Domestic Subsidiary to, (1) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each Guarantor to be subject to a Lien pursuant to and as required certificate duly executed in blank by the Security Instruments. registered owner thereof) and (d2) Within thirty (30) days (or execute and deliver such longer period of time agreed to other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty sixty (3060) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under certificate contemplated by Section 8.12(c), to the Administrative Agent or its designee as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after If (i) the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Subsidiary is a Material Domestic Subsidiary or (including as a result of ii) any Domestic Subsidiary incurs or guarantees any Debt other than the Immaterial Subsidiary Cap being exceeded))Indebtedness, the Company shall promptlyand in either case, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (oris not already a Guarantor, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by then the Administrative Agent in its reasonable discretion) Borrower shall promptly cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including, for avoidance of doubt, any Interim Redetermination), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Borrowing Base Properties which are Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries Borrowing Base Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such PV-10 value, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such PV-10 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-10 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-10 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be (but shall not be required to be) up to 100% at any time. (bi) From and after the Closing Date, in the event The Borrower shall promptly cause each Domestic Subsidiary Group Member that any is a wholly-owned Material Subsidiary and which is formed not acquired or acquired by created for the Company or any purpose of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) an ABS Transaction to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty and security interest grant, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, to promptly execute and deliver a supplement to the such Guarantee and Collateral Agreement executed by such Material Subsidiary(or a supplement thereto, as applicable), (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates (if any) evidencing the certificated Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (ii) With respect to any Subsidiary that is acquired or created for the purpose of an ABS Transaction, such Subsidiary shall guarantee and secure the Secured Obligations prior to its acquisition (either by assignment, division, divisive merger or otherwise) of any Mortgaged Property or the Equity Interest of an entity that owns Mortgaged Property by executing a supplement to the Guarantee and Collateral Agreement in the form of Annex I thereto and if such ABS Transaction does not close within five (5) Business Days (or such longer period as the Administrative Agent shall agree) after the acquisition of such Mortgaged Property or the Equity Interest of an entity that owns such Mortgaged Property by such Subsidiary, the Borrower shall cause (A) the owners of the Equity Interests of such Subsidiary who are Group Members to pledge all of the Equity Interests of such Subsidiary (including delivery of original stock certificates (if any) evidencing the certificated Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (B) such Material Subsidiary to promptly execute and deliver such other additional closing documents (including Mortgages or amendments to Mortgages), legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such certificated Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Company Borrower will at all times cause the other material tangible and intangible personal property assets (other than any “Excluded Asset” as defined in the Security Instruments) of the Borrower and each Guarantor Group Member to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesInstruments.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed The Borrower shall promptly cause each (i) newly created or acquired by the Company or any of its Subsidiaries (or the Company determines Domestic Subsidiary that any existing Subsidiary is a Material Wholly-Owned Subsidiary or (including as a result ii) Loan Party that guarantees other Debt of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) any Loan Party to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause cause: (iA) such Material Domestic Subsidiary to, that is a Wholly-Owned Subsidiary that guarantees other Debt of any Loan Party to execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material SubsidiaryGuaranty Agreement, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests parent(s) of such Material Domestic Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Domestic Subsidiary (including, without limitation, including delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Material Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) such parent(s) or Domestic Subsidiary, as applicable, to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at In the event that any Loan Party becomes the owner of a first tier Foreign Subsidiary, then such Loan Party shall (i) pledge 66% of all times cause the other material tangible and intangible assets Equity Interests of the Borrower and such Foreign Subsidiary (including delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each Guarantor to be subject to a Lien pursuant to and as required certificate duly executed in blank by the Security Instruments. registered owner thereof) and (dii) Within thirty (30along with such Foreign Subsidiary) days (or execute and deliver such longer period of time agreed to other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Oil and Gas Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result of the Immaterial ii) any Domestic Subsidiary Cap being exceeded))incurs or guarantees any Debt, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Restricted Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The Company will at all times cause With the other material tangible and intangible assets delivery of each April 1 Reserve Report, the Borrower and each Guarantor shall provide information to be subject to a Lien pursuant to and the Administrative Agent on all Midstream Assets acquired since the last April 1 Reserve Report in such detail as reasonably required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in and the Borrower and its sole discretion) after any written request of Restricted Subsidiaries owning such Midstream Assets shall execute Security Instruments acceptable to the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report Agent granting first priority Liens to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens Administrative Agent in favor of the Collateral Agent, for the benefit of the Secured Partiessuch Midstream Assets.

Additional Collateral; Additional Guarantors. 80 (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company proved Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grantpromptly, within thirty (30) days (or but in any event no later than 60 days, after the date such longer period of time agreed Reserve Report is delivered to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c)Agent, grant to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All 80 Section 8.14 amended by the 1st Amendment. such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).8.14(b).81 (b) From and after The Borrower shall cause each Domestic Subsidiary (other than any Subsidiary classified as such based on the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company Borrower or any of its Subsidiaries (or the Company determines that any existing Subsidiary being a general partner thereof, unless such Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)Wholly-Owned Subsidiary), the Company shall promptly, but in any event no event later than fifteen (15) Business Days 60 days after the date on which such Domestic Subsidiary was formed or acquired (orbecomes such, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Domestic Subsidiary to, promptly, but in any event no later than 60 days, after such Domestic Subsidiary becomes such, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Domestic Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Domestic Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause In the other material tangible and intangible assets of event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, or shall cause such Domestic Subsidiary to promptly, but in any event no later than 60 days after such Foreign Subsidiary becomes so owned, (A) execute and each Guarantor deliver a supplement to be subject to a Lien pursuant to and as required the Guaranty Agreement executed by the Security InstrumentsBorrower or such Domestic Subsidiary, (B) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) Within thirty Any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(A)(4) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 60 days after the date required thereby, (30A) days execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or such longer period of time agreed to otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in its sole discretion) after any written request respect of the Administrative AgentPermitted Debt, the Company such person shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages released from its guarantee obligations with respect to any Oil the Indebtedness and Gas Properties acquired since the Most Recently Delivered Reserve report Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release. (e) Holdings shall (i) guarantee the Indebtedness pursuant to the extent not already subject Guaranty Agreement, (ii) provide such documents and instruments as may be necessary to a Lien of the Security Instruments or otherwise desirable to evidence the Liens provide perfected security interests on its Property in favor of the Collateral AgentAdministrative Agent in accordance with the Guaranty Agreement, for the benefit (iii) pledge all of the Secured PartiesEquity Interests of the Borrower (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock powers for each certificate duly executed in blank by Holdings) and (iv) execute and deliver such other additional closing documents, certificates and legal opinions in connection therewith as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves proved Oil and Gas Properties of the Company Borrower and it the Restricted Subsidiaries evaluated in such the most recently completed Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least less than 85% of the Collateral Coverage Minimumtotal value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Company Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such longer period of time agreed to by later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate required under Section 8.12(c)Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionLiens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least is equal to or greater than 85% of the Collateral Coverage Minimumtotal value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) From and after the Closing Date, in the event that any The Borrower shall promptly cause each Material Subsidiary is formed or acquired by to become a Guarantor and guarantee the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause the Restricted Subsidiaries to, promptly, but in any event no later than 15 days (ior such later date as the Administrative Agent may agree to in its sole discretion) such after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of any Material Subsidiary to, (i) cause such Material Subsidiary to execute and deliver a joinder and supplement to the Guarantee and Collateral Agreement executed by such Material SubsidiaryAgreement, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners (A) pledge all of the Equity Interests of issued by such Material Subsidiary who are Credit Parties and (B) cause such Material Subsidiary to pledge all of the Equity Interests of directly owned by such new Material Subsidiary in its respective Subsidiaries and Permitted Joint Ventures (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Material SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) ); provided, that such pledge shall be limited to 65% of the voting Equity Interests in any Foreign Subsidiary, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company proved Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that that, Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) From Each of the General Partner, the Parent and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any Borrower shall promptly cause each of its Subsidiaries (or other than the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicableBorrower) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, each of the General Partner, the Company Parent and the Borrower shall, or shall cause its Subsidiaries to, concurrently with the formation or acquisition (or other similar event) of any Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause In the other material tangible and intangible assets event that any Loan Party intends to grant any Lien on any Property to secure any Second Lien Term Debt (or any Permitted Refinancing Debt), each of the General Partner, the Parent and the Borrower will provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent (or such shorter time as the Administrative Agent shall determine in its sole discretion), and each Guarantor of the General Partner, the Parent and the Borrower will, and will cause its Subsidiaries to, first grant to be subject the Administrative Agent to secure the Obligations a prior Lien on the same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent to the extent a prior Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, each of the General Partner, the Parent and the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as required shall reasonably be requested by the Security InstrumentsAdministrative Agent. Notwithstanding anything to the contrary contained herein, each of the General Partner, the Parent and the Borrower will cause each of its Subsidiaries and any other Person guaranteeing any Second Lien Term Debt (or any Permitted Refinancing Debt) to contemporaneously guarantee the Obligations pursuant to the Guaranty Agreement. (d) Within thirty (30) days (Each of the General Partner, the Parent and the Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, each of its bank accounts with a bank or such longer period of time agreed financial institution acceptable to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report subject to the extent not already terms of the Intercreditor Agreement, at all times after the Effective Date, subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesDeposit Account Control Agreement.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) 30 days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.12(a), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Loan Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From Each Loan Party shall, and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any shall cause each of its Material Subsidiaries to: (or i) unconditionally guaranty, on a joint and several basis, the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result prompt payment and performance of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee Guaranty Agreement and Collateral (ii) grant to the Administrative Agent, pursuant to the Security Agreement, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Subsidiary of the Parent owned by such Material Subsidiary. In connection with any such guaranty and security interest granttherewith, the Company Parent shall, or shall cause (i) such Material Subsidiary toSubsidiary, to promptly, but in any event within 10 Business Days after the creation or acquisition thereof (or other similar event), (A) execute and deliver an amendment or a supplement to the Guarantee and Collateral Guaranty Agreement executed as required by such Material Subsidiarythe Administrative Agent, (iiB) in execute and deliver an amendment or supplement to the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties Security Agreement to pledge all of the Equity Interests in each Subsidiary of the Parent owned by such new Material Subsidiary (including, without limitation, delivery of original stock or equity certificates evidencing the Equity Interests of any such Material SubsidiarySubsidiary so owned, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) ), and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Parent and Borrower shall cause any Person that guarantees the obligations with respect to any Permitted Senior Unsecured Notes to execute and deliver to the Administrative Agent a Guaranty Agreement. (c) The Company Parent will at all times cause the other material tangible and intangible assets of the Borrower Parent and each Guarantor Material Subsidiary to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesInstruments.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any The Borrower shall promptly cause each of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result of the Immaterial ii) any Domestic Subsidiary Cap being exceeded))incurs or guarantees any Debt, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Restricted Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, mortgages, security agreements Security Agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material The Borrower shall promptly cause each Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral a Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (iiA) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary pursuant to a Pledge Agreement (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of If the Borrower and each Guarantor elects to be subject to a Lien provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to and as required by Section 3.04(c), then the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall executeBorrower shall, or shall cause its Subsidiaries to, grant to be executed, Mortgages or supplements the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Mortgages with respect to any Excepted Liens) on additional Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or otherwise desirable other Security Instruments, all in form and substance satisfactory to evidence the Liens Administrative Agent and in favor of sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the Collateral Agentforegoing, for the benefit of the Secured Partiesif any Subsidiary places such a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company proved Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions acquisitions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”)Dispositions. In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by as the Administrative Agent may approve in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to ), (b), (c), (d) ), and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after If (i) the Closing Date, in the event that Borrower or any Restricted Subsidiary creates or acquires any Material Subsidiary is formed or acquired by the Company or (ii) any of its Subsidiaries (or the Company determines that any existing Restricted Subsidiary is becomes a Material Subsidiary (including as a result whether pursuant to the definition of the Immaterial Material Subsidiary Cap being exceeded)or otherwise), then the Company Borrower shall cause, or shall cause its Restricted Subsidiaries to, promptly, but in any event no event later than fifteen ten (1510) Business Days days after the date on which of creation or acquisition thereof or the date such Restricted Subsidiary was formed or acquired (or, if applicable, determined to be becomes a Material Subsidiary) , as the case may be (or such longer period later date as may be agreed by the Administrative Agent may agree in its reasonable sole discretion): (A) cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee become a Guarantor by executing and secure the Secured Obligations pursuant delivering to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver Administrative Agent a duly executed supplement to the Guarantee and Collateral Agreement executed by (or such Material Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Restricted Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.12(b8.11(c)(iv)) to ascertain whether the such Mortgaged Properties represent (x) at all times prior to the Merge Trigger Date, at least 90% (w) ninety percent (90%by value) of the PV-10 Merge Assets and (y) at all times, at least 90% of the Proved Developed Producing Reserves Engineered Value of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the such Mortgaged Properties do not represent (x) at all times prior to the Merge Trigger Date, at least 90% (by value) of the Collateral Coverage MinimumMerge Assets and (y) at all times, then at least 90% of such Engineered Value, then: (i) other than in connection with the Company Borrowing Base redetermined for fall 2017, the Borrower shall, and shall cause its Subsidiaries the Subsidiary Guarantors to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.11(c) (or such later date as may be acceptable to the Administrative Agent), to the Administrative Collateral Agent as security for the Secured Priority Lien Obligations a first-priority Lien interest (provided that subject to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent (x) prior to the Merge Trigger Date, at least 90% (by value) of the Merge Assets and (y) at all times, at least 90% of such Engineered Value, and (ii) in connection with the Borrowing Base redetermined for fall 2017, the Borrower shall, and shall cause the Subsidiary Guarantors to, grant, within forty-five (45) days after the Amendment No. 11 Effective Date (or such later date as may be acceptable to the Administrative Agent), to the Collateral Coverage MinimumAgent as security for the Priority Lien Obligations a first-priority Lien interest (subject to Excepted Liens other than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent (x) prior to the Merge Trigger Date, at least 90% (by value of the Merge Assets and (y) at all times, at least 90% of such Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any The Borrower shall promptly cause each of its Domestic Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later other than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicableExcluded Subsidiaries and Unrestricted Subsidiaries) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee Agreement and Collateral the Security Agreement. In connection with any such guaranty and security interest grantguaranty, the Company shallBorrower shall promptly, but in any event no later than 30 days after the formation, acquisition or shall cause designation or redesignation as a Restricted Subsidiary (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent), (i) cause such Material Subsidiary to, to execute and deliver a supplement supplements to the Guarantee Agreement and Collateral Agreement executed by such Material Subsidiarythe Security Agreement, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge cause all of the Equity Interests of such new Material Subsidiary (includingto be pledged to the Collateral Agent, without limitationfor the benefit of the Priority Lien Secured Parties, delivery of and to the extent such Equity Interests are certificated, cause such original stock or other certificates evidencing the such Equity Interests of such Material SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) , to be delivered to the Collateral Agent, and (iii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause Notwithstanding anything to the other material tangible contrary herein or in any Loan Document, if any Lien or guaranty is required to secure or guarantee any Junior Debt or any Senior Secured Note, ▇▇▇▇▇ Parent and intangible assets of the Borrower shall, and shall cause each Guarantor of its Subsidiaries to, provide analogous guaranties to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause and grant to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, and perfect, a senior Lien on the same Property for the benefit of the Priority Lien Secured PartiesParties during at least the same period of time as required for such Junior Debt or Senior Secured Note so that, so long as such Debt is outstanding, no obligor is obligated with respect to such Debt that is not obligated with respect to the Indebtedness, and no Property shall serve as collateral securing such Debt that is not also serving as Collateral securing the Indebtedness of a senior basis. (bb) Section 8.14 of the Credit Agreement (ERISA Compliance) is hereby amended by adding the following new sentence at the end thereof: (cc) Section 8.15 of the Credit Agreement (Swap Agreements) is hereby amended by adding the following new sentence at the end thereof: (dd) Section 8.16 of the Credit Agreement (Marketing Activities) is hereby amended by adding the following new sentence at the end thereof: (ee) Section 8.17 of the Credit Agreement (Designation of Senior Debt) is hereby amended by (i) replacing, in each instance therein, the word “Subsidiary” with the words “Subsidiary Guarantor” and (ii) replacing the word “Indebtedness” therein with the word “Obligations”. (ff) Section 8.18 of the Credit Agreement (Deposit Accounts) is hereby amended by amending and restating such section to read as follows:

Additional Collateral; Additional Guarantors. (a) In connection with each delivery of a Reserve ReportReports under Section 8.11(a), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) of the PV-10 of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such the most recently completed Reserve ReportReport after giving effect to exploration and production activities, (x) acquisitions, Dispositions and production. In the event that the Mortgaged Properties do not represent ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included evaluated in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimummost recently completed Reserve Report, then the Company Grantors shall, and shall cause its their Subsidiaries to, (x) grant, within thirty sixty (3060) days (or such longer period of time agreed as may be acceptable to by the Administrative Agent in its sole discretionAgent) of after delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.11(b), to the Administrative Agent Collateral Agent, as security for the Secured Obligations Indebtedness, a first-first priority Lien interest (provided that Excepted Liens of the type described in clauses (aand any Lien permitted under Section 9.03(f) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionmay exist) on additional Oil and Gas Properties of the Grantors that are not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least ninety percent (90%) of the PV-10 of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report and deliver the documents required under Section 8.13(c), and (y) with respect to Oil and Gas Properties located in any jurisdiction for which a legal opinion related to Mortgaged Property has not been previously delivered under the Loan Documents, deliver legal opinions (including but not limited to customary opinions with respect to corporate authority, the enforceability of such instrument, and the creation, attachment, and perfection of liens granted thereunder) with respect thereto, and (z) ensure that such instrument is properly recorded and that the Liens granted thereunder constitute first-priority perfected liens in favor of the Collateral Coverage MinimumAgent. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that the Borrower or any Subsidiary thereof forms or acquires any Domestic Subsidiary (other than an Immaterial Subsidiary), any Domestic Subsidiary becomes a Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries Domestic Subsidiary becomes a guarantor under the Superpriority Revolving Credit Documents (whether or not such Domestic Subsidiary is an Immaterial Subsidiary), the Company determines that Borrower shall promptly (and in any existing event no later than (x) thirty (30) days or, to the extent such Domestic Subsidiary is a Material Subsidiary guarantor under the Superpriority Revolving Credit Documents, (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen y) one (151) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretionday) cause such newly formed or acquired Domestic Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee Guaranty and to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral (as defined in the Security Agreement) pursuant to the Security Agreement. In connection with any such guaranty and security interest granttherewith, the Company Borrower shall, or shall cause its applicable Subsidiary and, in the case of clause (ii) below, cause any Grantor that owns any Equity Interests of the new Subsidiary, to, (i) such Material Subsidiary to, execute and deliver a supplement or joinder to the Guarantee and Collateral Security Agreement executed by such Material Subsidiary, and a supplement or joinder to each of this Agreement and the Intercreditor Agreement executed by such Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary that are owned by any Grantor (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, if any, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company Subject to the terms and conditions of the Security Instruments, each Grantor will at all times cause the other material tangible and intangible assets of the Borrower such Grantor and each Guarantor of its Subsidiaries (including all Swap Agreements) to be subject to a Lien pursuant to and as required by of the Security Instruments, excluding the assets excluded from the Collateral under the Security Instruments. (d) Within thirty With respect to each Mortgaged Property relating to the Cogeneration Properties, the Administrative Agent shall have received within forty-five (3045) days of the Initial Funding Date (or such longer period of time later date as may be agreed to by the Administrative Agent in its sole discretion), (i) after any written request counterparts of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages a Mortgage with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report each Mortgaged Property relating to the extent not already Cogeneration Properties duly executed and delivered by the applicable Credit Party, in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected Lien (subject only to a Lien of Excepted Liens) on the Security Instruments or otherwise desirable to evidence the Liens property and/or rights described therein in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, and evidence that all filing and recording and mortgage taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed on the entire amount of the Debt evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property (as reasonably determined by the Borrower) at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) a title search in form and substance reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably acceptable to the Administrative Agent, which reflect that such Mortgaged Property is free and clear of all liens, defects and encumbrances except Excepted Liens (“Title Search”); (iii) (A) an ALTA/NSPS land title survey and affidavit of “no-change” with respect to each Mortgaged Property or (B) an ExpressMap or similar product with respect to each Mortgaged Property showing the improvements located thereon and otherwise in form and substance reasonably acceptable to the Administrative Agent and (collectively, “Maps”), (iv) customary legal opinions of local counsel for the relevant Credit Party in the jurisdiction in which such Mortgaged Property is located and (v.) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property on which any improvement is located (and, if applicable, together with an executed notice about special flood hazard area status and flood disaster assistance), duly executed and acknowledged by the appropriate Credit Parties, together with evidence of flood insurance to the extent required under (b). The Credit Parties shall use commercially reasonably efforts to obtain (and deliver to the Administrative Agent) an estoppel certificate in form and substance reasonably acceptable to the Administrative Agent and any consents necessary to permit the Credit Parties to grant to the Administrative Agent a Mortgage in respect of the leased Mortgaged Property relating to the Cogeneration Properties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 Total Reserve Value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such Total Reserve Value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that (i) Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definitiondefinition and (ii) Liens permitted by Section 9.03(d), may exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such Total Reserve Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) From and after the Closing Date, in In the event that (i) the Borrower forms or acquires any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Subsidiary, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company Borrower agrees that it will at all times cause not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the other material tangible and intangible assets of the Borrower and each Guarantor Second Lien Notes without first (i) giving fifteen (15) days’ prior written notice to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to Security Instruments in its sole discretion) after any written request of form and substance satisfactory to the Administrative Agent. In connection therewith, the Company shall executeBorrower shall, or shall cause to its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since requested by the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in contemplated by Section 8.12(b8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% (wby NPV) ninety percent (90%) of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included evaluated in the APOD (collectivelymost recently completed Reserve Report, the “Collateral Coverage Minimum”)with such 80% first being satisfied from Proved Developed Producing, next from Proved Developed Nonproducing Reserves and thereafter from Proved Undeveloped Reserves. In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimumsatisfy such 80% (by NPV), then the Company Borrower shall, and shall cause its Subsidiaries each Subsidiary to, grant, within thirty forty-five (3045) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.12(b), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Borrowing Base Properties will represent at least the Collateral Coverage Minimumsatisfy such 80% (by NPV). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by the Company Borrower or any of its Subsidiaries (Subsidiary forms or the Company determines that acquires any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Subsidiary, the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which Borrower or such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) shall promptly cause such newly formed or acquired new Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower or such Subsidiary shall, or shall cause such new Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material new Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated appropriateundated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 85% of the total present value (w) ninety using a nine percent (909%) discount rate) of the PV-10 of the Proved Developed Producing Reserves of the Company proved Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions acquisitions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”)Dispositions. In the event that the Mortgaged Properties do not represent at least 85% of such total present value (using a nine percent (9%) discount rate), then, subject to Section 8.19, the Collateral Coverage Minimum, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by as the Administrative Agent may approve in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to ), (b), (c), (d) ), and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total present value (using a nine percent (9%) discount rate). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after If (i) the Closing Date, in the event that Borrower or any Restricted Subsidiary creates or acquires any Material Subsidiary is formed or acquired by the Company or (ii) any of its Subsidiaries (or the Company determines that any existing Restricted Subsidiary is becomes a Material Subsidiary (including as a result whether pursuant to the definition of the Immaterial Material Subsidiary Cap being exceeded)or otherwise), then the Company Borrower shall cause, or shall cause its Restricted Subsidiaries to, promptly, but in any event no event later than fifteen ten (1510) Business Days days after the date on which of creation or acquisition thereof or the date such Restricted Subsidiary was formed or acquired (or, if applicable, determined to be becomes a Material Subsidiary) , as the case may be (or such longer period later date as may be agreed by the Administrative Agent may agree in its reasonable sole discretion): (A) cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee become a Guarantor by executing and secure the Secured Obligations pursuant delivering to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver Administrative Agent a duly executed supplement to the Guarantee and Collateral Agreement executed by (or such Material Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Restricted Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 75% of the PV-10 discounted present value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum75% of such discounted present value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, (i) grant, within thirty (30) 30 days (or of such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c)review, to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that (i) Excepted Liens of the type described in clauses (a) to through (d), (f) and (fj) of the definition thereof shall be permitted to may exist thereuponand (ii) Excepted Liens of the type described in clause (h) of the definition thereof may exist, but the discounted present value of the Oil and Gas Property burdened by such Excepted Lien will be reduced by the amount of the judgment secured by such Excepted Lien, and in the case of clauses (i) and (ii) subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report containing proved oil and gas reserves not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 75% of such discounted present value and (ii) deliver, within 90 days of the Collateral Coverage MinimumAdministrative Agent’s request, evidence of good and defensible title with respect to such additional Mortgaged Properties, subject to Immaterial Title Deficiencies. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after If the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company Borrower or any Guarantor becomes the direct owner of its Subsidiaries (a Restricted Subsidiary, then the Borrower shall, or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))shall cause such Guarantor to, the Company shall promptly, but in any event no event later than fifteen (15) Business Days 30 days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) of becoming an owner thereof (or such longer period as may be agreed by the Administrative Agent may agree in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary), if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners pledge 100% of the Equity Interests of such Material Restricted Subsidiary who are Credit Parties to if it is a Domestic Subsidiary, (ii) pledge all 65% of the Equity Interests of such new Material Restricted Subsidiary if it is a Foreign Subsidiary, (includingiii) to the extent and in the manner required by the Security Instruments, without limitation, delivery of deliver original stock certificates certificates, if any, evidencing the such Equity Interests of such Material Subsidiaryso pledged, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) , and (iiiiv) execute to the extent and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested in the manner required by the Administrative AgentSecurity Instruments, deliver any notes evidencing secured subordinated intercompany debt owed by such Restricted Subsidiary to the Borrower or any Guarantor. (c) The Company will at all times Borrower shall cause the other material tangible and intangible assets following Persons to guarantee the Indebtedness pursuant to the Guaranty Agreement: (i) each Material Domestic Restricted Subsidiary; (ii) any Restricted Subsidiary that guarantees any Senior Notes or any Permitted Additional Debt; and (iii) one or more additional Domestic Subsidiaries that are Wholly Owned Restricted Subsidiaries to the extent necessary to cause the combined EBITDAX of the Domestic Subsidiaries that are Wholly Owned Restricted Subsidiaries but are not Guarantors to be less than 20% of the combined EBITDAX of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instrumentsits Restricted Subsidiaries. (d) Within thirty (30) In connection with any guaranty required by Section 8.12(c), the Borrower shall, or shall cause such Restricted Subsidiary to promptly, but in any event no later than 30 days (or such longer period of as the Administrative Agent may agree in its discretion) after the event requiring such guaranty, execute and deliver a supplement to the Guaranty Agreement. If at any time agreed any Guarantor is no longer required to guarantee the Indebtedness pursuant to this Section 8.12, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person is not required to guarantee the Indebtedness pursuant to this Section 8.12 (including, if applicable, evidence that such Person has been fully and finally released from its guarantee obligations in its sole discretion) after any written request respect of the Senior Notes or any Permitted Additional Debt, as the case may be), such Person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative AgentAgent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release. (e) If (i) the Borrower obtains an Investment Grade Rating and (ii) the 7-Year Term Commitments have been terminated, and all principal of, and accrued interest on, the Company 7-Year Term Loans and other amounts owed to the 7-Year Term Lenders (other than obligations for taxes, costs, indemnifications, reimbursements and damages in respect of which no claim has been made and which survive the termination of this Agreement) have been paid in full in cash, then the provisions of Section 8.12(a) and (b) shall executeno longer apply. (f) The Borrower shall, or shall cause to be executedits relevant Restricted Subsidiaries to, Mortgages or supplements to Mortgages complete each of the actions described on Schedule 8.12 as soon as commercially reasonable and by no later than the date set forth in Schedule 8.12 with respect to such action or such later date as the Administrative Agent may reasonably agree. (g) If the Holstein Spar, Horn Mountain Spar, or BP Amoco ▇▇▇▇▇▇, TLP is flagged and documented as a vessel, then the Borrower shall take, and shall cause any Oil applicable Restricted Subsidiaries to take, such action as is reasonably necessary to cause the Administrative Agent to have a perfected Lien in such flagged and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Partiesdocumented vessel.

Additional Collateral; Additional Guarantors. (a) Within three (3) Business Days of the Effective Date, the Borrower shall deliver to the Administrative Agent an opinion by its local counsel in the State of North Dakota, in form and substance reasonably satisfactory to the Administrative Agent. (b) In connection with each delivery redetermination of a the Total Reserve ReportValue, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 Total Reserve Value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such Total Reserve Value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that (i) Liens under the Senior Revolving Credit Documents, (ii) Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definitiondefinition and (iii) Liens permitted by Section 9.03 may exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such Total Reserve Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (bc) From and after the Closing Date, in In the event that the Borrower forms or acquires any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Subsidiary, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The Company Borrower agrees that it will at all times cause not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the other material tangible Senior Revolving Notes without first (i) giving ten (10) days’ prior written notice to the Administrative Agent thereof and intangible assets of (ii) granting to the Borrower and each Guarantor Administrative Agent to be secure the Indebtedness a first-priority, perfected Lien (subject only to a Lien under the Senior Revolving Credit Documents) on this same Property pursuant to Security Instruments in form and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed substance satisfactory to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent. In connection therewith, the Company shall executeBorrower shall, or shall cause to its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since requested by the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery of a Reserve Report, the Company shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, Upon (x) ninety percent the re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (90%in each case, other than an Excluded Subsidiary) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect or upon any Subsidiary ceasing to exploration and production activitiesbe an Excluded Subsidiary, acquisitions, dispositions and production) and or (y) prior to the APOD Completion Date, all acquisition of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD any personal property by any Credit Party (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum, then the Company shall, and shall cause its Subsidiaries to, grant, within thirty (30other than Excluded Assets) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a perfected First Priority Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, Holdings shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to the Subordination Agreement executed on the Closing Date or any other Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(f), 3.01(g), 3.01(j), 3.01(l), 3.01(m), 3.01(o) and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Credit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof and (iii) a description of the material owned real and personal properties of the Credit Parties and their respective Restricted Subsidiaries (other than any Excluded Subsidiary) in detail reasonably satisfactory to Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including, for avoidance of doubt, any Interim Redetermination), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries Borrowing Base Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such PV-9 value, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such PV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (b) From and after the Closing Date, in the event The Borrower shall promptly cause each Domestic Subsidiary Group Member that any is a wholly-owned Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty and security interest grant, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, to promptly execute and deliver a supplement to the such Guarantee and Collateral Agreement executed by such Material Subsidiary(or a supplement thereto, as applicable), (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (d) The Company Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor Group Member to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesInstruments.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) % of the PV-10 total value of the Proved Developed Producing Reserves proved Oil and Gas Properties of the Company Borrower and it the Restricted Subsidiaries evaluated in such the most recently completed Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least less than 90% of the Collateral Coverage Minimumtotal value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Company Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such longer period of time agreed to by later date as the Administrative Agent may agree to in its sole discretiondiscretion and to the extent permitted by the Second Lien Notes) of the delivery of the Reserve Report Certificate required under Section 8.12(c)Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionLiens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least is equal to or greater than 90% of the Collateral Coverage Minimumtotal value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report.; provided, that with respect to the Reserve Report delivered in connection with the Scheduled Redetermination as of April 1, 2021, notwithstanding the foregoing, the Borrower shall (x) comply with this Section 8.14(a) within 30 days of the Third Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion) and (y) grant to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on substantially all of the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries located in Fayette County, Pennsylvania as of the Third Amendment Effective Date promptly following the recording of the applicable conveyances granting the Borrower or Restricted Subsidiary record title to such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a The Borrower shall promptly cause each Material Subsidiary (including as a result of the other than an Excluded Subsidiary or Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to become a Guarantor and guarantee and secure the Secured Obligations pursuant to the Guarantee Guaranty and Collateral Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause the Restricted Subsidiaries to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion and to the extent permitted by the Second Lien Notes) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of any Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to, (i) cause such Material Subsidiary to, to execute and deliver a joinder and supplement to the Guarantee Guaranty and Collateral Agreement executed by such Material SubsidiaryAgreement, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners (A) pledge all of the Equity Interests of issued by such Material Subsidiary who are Credit Parties and (B) cause such Material Subsidiary to pledge all of the Equity Interests of directly owned by such new Material Subsidiary in its respective Subsidiaries (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Material SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof); provided, that such pledge shall be limited to (x) 65% of the voting Equity Interests in any Excluded Subsidiary described in clauses (a) or (b) of the definition thereof and (y) 0% of the Equity Interests in any Excluded Subsidiary described in clauses (c) or (d) of the definition thereof (unless such Equity Interests are pledged to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof), and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Company will at all times cause In the other material tangible and intangible assets of event that the Borrower and each Guarantor or any Subsidiary intends to be subject grant any Lien on any Property to a secure any Permitted Second Lien pursuant Notes or any Permitted Refinancing Debt thereof, the Borrower will provide at least fifteen (15) day’s prior written notice thereof to and as required by the Security Instruments. (d) Within thirty (30) days Administrative Agent (or such longer period of shorter time agreed to by as the Administrative Agent may agree in its sole discretion), and the Borrower will, and will cause its Subsidiaries to, first (or contemporaneously therewith) after any written request of grant to the Administrative Agent to secure the Secured Obligations a first-priority Lien on the same Property (unless the Administrative Agent declines such Lien), pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent, to the Company shall executeextent a prior Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Permitted Second Lien Notes or any Permitted Refinancing Debt to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since contemporaneously guarantee the Most Recently Delivered Reserve report Secured Obligations pursuant to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Guaranty and Collateral Agent, for the benefit of the Secured PartiesAgreement.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including any deemed redetermination of the Borrowing Base), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) that constitute Oil and Gas Properties to ascertain whether the such Mortgaged Properties represent (x) at all times prior to the Merge Trigger Date, at least 90% (w) ninety percent (90%by value) of the PV-10 Merge Assets and (y) at all times, at least 90% of the Proved Developed Producing Reserves Engineered Value of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the such Mortgaged Properties do not represent (x) at all times prior to the Merge Trigger Date, at least 90% (by value) of the Collateral Coverage MinimumMerge Assets and (y) at all times, then at least 90% of such Engineered Value, then: (i) other than in connection with the Company Borrowing Base redetermined for fall 2017, the Borrower shall, and shall cause its Subsidiaries the Subsidiary Guarantors to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.11(c) (or such later date as may be acceptable to the Administrative Agent), to the Administrative Collateral Agent as security for the Secured Priority Lien Obligations a first-priority Lien interest (provided that subject to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its that constitute Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). will represent (bx) From and after prior to the Closing Merge Trigger Date, in the event that any Material Subsidiary is formed or acquired at least 90% (by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result value) of the Immaterial Subsidiary Cap being exceeded))Merge Assets and (y) at all times, the Company shall promptlyat least 90% of such Engineered Value, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in connection with the case of any newly formed or acquired Material SubsidiaryBorrowing Base redetermined for fall 2017, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (includingBorrower shall, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. Subsidiary Guarantors to, grant, within forty-five (d) Within thirty (3045) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.the

Additional Collateral; Additional Guarantors. (a) In connection with each delivery of a Reserve ReportReport hereunder, the Company Borrower shall review the such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties subject to a Mortgage as of the Company date of such Reserve Report. If the aggregate Present Value of the Loan Parties’ Proved Reserves subject to a valid, perfected and its Subsidiaries included second-priority Mortgage (subject only in priority to the APOD (collectively, Liens pursuant to the “Collateral Coverage Minimum”). In First Lien Credit Documents) is less than the event that the Mortgaged Properties do not represent at least the Collateral Coverage MinimumRequired Mortgage Value, then the Company Parent and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, grant within thirty (30) 30 days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the most recent Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a firstvalid, perfected and second-priority Lien interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents) on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate Present Value of the Oil and Gas Properties subject to a valid, perfected and Mortgage (subject in priority only to certain customary exceptions) to equal or exceed the Required Mortgage Value (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (fl) of the definition thereof shall be permitted to may exist thereuponon such Mortgage Properties, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Non-Alabama Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Non-Alabama Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company and it Subsidiaries Proved Developed Nonproducing Reserves evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (excluding such reserves related to Oil and Gas Properties located in the State of Alabama) after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Non-Alabama Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), grant to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided that the Excepted Liens of the type described in clauses (ai) to (div) and (fvi) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments and not located in the State of Alabama such that after giving effect thereto, the Non-Alabama Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Subsidiary is a Material Domestic Subsidiary or (including as ii) any Subsidiary that is a result of Domestic Subsidiary incurs or guarantees any Debt, then the Immaterial Subsidiary Cap being exceeded)), the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral AgreementObligations. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Agreement in the form of Annex 1 to the Guarantee Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock or membership interest certificates (if such interests are certificated) evidencing all of the issued and outstanding Equity Interests of such Material SubsidiarySubsidiary to Collateral Agent, together with an appropriate undated stock powers powers, or other equivalent instruments of transfer reasonably acceptable to Administrative Agent, for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.Agent or its designee, including without limitation: (ci) The Company will at all times cause the other material tangible execution and intangible assets delivery of a pledge and security agreement in substantially the form of the Borrower Pledge and each Security Agreement attached as Exhibit C-2 hereto; (ii) a certificate of the Subsidiary that is a Material Domestic Subsidiary or Domestic Subsidiary that becomes a Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. this Section 8.13(b), (dA) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request setting forth resolutions of the Administrative Agentmanagers, the Company shall execute, board of directors or shall cause to be executed, Mortgages or supplements to Mortgages other managing body with respect to any Oil the authorization of such Person to execute and Gas Properties acquired since deliver the Most Recently Delivered Reserve report Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (B) setting forth the individuals who are authorized to sign the Loan Documents to which the Person is a party, (C) providing specimen signatures of such authorized individuals, (D) setting forth the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of such Person, in each case, certified as being true and complete and (E) certifying that the representations and warranties of such Person contained in the Loan Documents to which it is a party are true correct on and as of the date thereof; (iii) certificates of the appropriate state agencies with respect to the extent not already subject existence, qualification and good standing of such Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b); (iv) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special New York counsel to the Borrower, providing opinions with respect to such Subsidiary that becomes a Lien Guarantor pursuant to this Section 8.13(b) regarding the authority of such Subsidiary to execute the supplement to the Guarantee Agreement, the Pledge and Security Instruments or otherwise desirable Agreement and any other Security Instrument to evidence which such Subsidiary is a party, the enforceability of such documents with regard to such Subsidiary, and the perfection of Liens in favor of the Collateral Agent, for the benefit of the Secured Partiescreated under such Security Instruments; and (v) UCC search certificates reflecting no prior Liens encumbering such Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b) other than Liens permitted by Section 9.03.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base and at any other times reasonably elected by the Administrative Agent or the Required Lenders, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (wi) ninety percent (90%) 95% of the PV-10 PV-9 of the Proved Reserves evaluated in the most recent Reserve Report (ii) 95% of the PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such the most recent Reserve Report, (xiii) ninety percent (90%) 100% of the PV-10 total gross acreage of the Proved Reserves Loan Parties on the First Amendment Effective Date, (iv) 90% of the Company total gross acreage of the Loan Parties at any time after the First Amendment Effective Date, (v) substantially all of the Loan Parties’ Midstream Properties and its Subsidiaries evaluated any infrastructure or related Oil and Gas Property (excluding, for the avoidance of doubt, any Midstream Properties constituting Excluded Assets), (vi) all of the Whitehorse Assets acquired on the First Amendment Effective Date and (vii) any other of the Loan Parties’ Oil and Gas Properties requested by the Administrative Agent from time to time with a fair market value in such Reserve Report (excess of $2,000,000 in each case, after giving effect to exploration and production activities, acquisitionsacquisitions (including the Whitehorse Asset Acquisition), dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD production (collectively, the “Collateral Coverage MinimumMinimum Mortgage Requirements”). In the event that the Mortgaged Properties do not represent at least satisfy the Collateral Coverage MinimumMinimum Mortgage Requirements, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c) to the Administrative Agent (or, in the case of clause (vii) above within thirty (30) days of the Administrative Agent’s written request), to the Administrative Agent as security for the Secured Obligations a first-first priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionby Section 9.03 may exist) on additional Oil and Gas Properties, Midstream Properties (excluding for the avoidance of doubt any Midstream Properties constituting Excluded Assets) and properties described in the definition of Minimum Mortgage Requirements not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least satisfy the Collateral Coverage MinimumMinimum Mortgage Requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed The Borrower shall promptly cause each newly created or acquired by the Company or any of its Subsidiaries (or the Company determines Domestic Subsidiary that any existing Subsidiary is a Material Wholly-Owned Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee Guaranty Agreement and to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral Agreement(as defined in the applicable security agreement, but which shall in no event include Excluded Assets) pursuant to a security agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Domestic Subsidiary to, to execute and deliver the Guaranty Agreement (or a supplement to the Guarantee thereto, as applicable) and Collateral Agreement executed by such Material Subsidiarya security agreement (or a supplement thereto, as applicable) and (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Domestic Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Domestic Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) The Company will at In the event that any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of all times cause the other material tangible Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and intangible assets to the extent such pledge does not occur automatically under the Guaranty Agreement (including, in each case, delivery of the Borrower and original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each Guarantor to be subject to a Lien pursuant to and as required certificate duly executed in blank by the Security Instrumentsregistered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (d) Within thirty The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (30other than the Borrower) days and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (or other than the Borrower) in order for such longer period of time agreed Loan Party to by the Administrative Agent in honor its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages obligations under its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Oil Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien for any greater amount). The obligations of the Security Instruments Borrower under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or otherwise desirable terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(d) constitute, and this Section 8.14(d) shall be deemed to evidence the Liens in favor of the Collateral Agentconstitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Secured PartiesBorrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) Within three (3) Business Days of the Effective Date, the Borrower shall deliver to the Administrative Agent an opinion by its local counsel in the State of North Dakota, in form and substance reasonably satisfactory to the Administrative Agent. (b) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 Total Reserve Value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such Total Reserve Value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that (i) Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definitiondefinition and (ii) Liens permitted by Section 9.03 may exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such Total Reserve Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(c). (bc) From and after the Closing Date, in In the event that the Borrower forms or acquires any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Subsidiary, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The Company Borrower agrees that it will at all times cause not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the other material tangible Second Lien Notes without first (i) giving ten (10) days’ prior written notice to the Administrative Agent thereof and intangible assets of (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and each Guarantor to deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien pursuant to and as required requested by the Security InstrumentsAdministrative Agent. (de) Within The Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest on additional Oil and Gas Properties identified on Schedule 8.13 within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any acquisition of such Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesProperties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including, for the avoidance of doubt, any Interim Redetermination), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety eight-five percent (9085%) of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (Borrowing Base Properties after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least eighty-five percent (85%) of the Collateral Coverage MinimumPV-9 of the Borrowing Base Properties, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least eighty-five percent (85%) of the Collateral Coverage MinimumPV-9 of the Borrowing Base Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that (i) any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result of the Immaterial ii) any Domestic Subsidiary Cap being exceeded))incurs or guarantees any Material Indebtedness, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grant, the Company Borrower shall, or shall cause (iA) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Loan Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty six and two thirds percent (66-2/3%) of all the voting Equity Interests of such Foreign Subsidiary and one hundred percent (100%) of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The Company Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. All Borrowing Base Properties shall, at all times, be owned by a Guarantor. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) % of the PV-10 Total Proved PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries Borrowing Base Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum90% of such Total Proved PV-9, then Parent and the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum90% of such Total Proved PV-9. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From Parent and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such each newly formed created or acquired Subsidiary (or such existing other than any Immaterial Subsidiary, if applicable) and any Immaterial Subsidiary that becomes a Material Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty guaranty, Parent and security interest grant, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, (other than any Immaterial Subsidiary) to execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary(or a supplement thereto, as applicable) and (ii) in the case of any newly formed or acquired Material Subsidiary, the owners (other than any Immaterial Subsidiary) of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. [First Amendment] (iiic) In the event that any Loan Party becomes the direct owner of a Domestic Subsidiary, then the Loan Party shall promptly (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documentsdocuments and certificates as shall reasonably be requested by the Administrative Agent. ​ [Credit Agreement] ​ ​ (d) In the event that any Loan Party becomes the direct owner of a Foreign Subsidiary, then the Loan Party shall promptly (i) pledge 66-2/3% of all the Equity Interests of such Foreign Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents and certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (ce) The Company will at Borrower hereby guarantees the payment of all times cause Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other material tangible support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and intangible assets Collateral Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and each Guarantor effect until Payment in Full. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to be subject to constitute, a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent“keepwell, the Company shall executesupport, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, other agreement” for the benefit of each Loan Party (other than the Secured PartiesBorrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 Value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (and located in, or in U.S. Federal waters adjacent to, the United States, after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c)Certificate, to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such PV-10 Value of the Collateral Coverage MinimumOil and Gas Properties located in, or in U.S. Federal waters adjacent to, the United States. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))other than an Unrestricted Subsidiary) incurs or guarantees any Debt, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Restricted Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests Capital Stock of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests Capital Stock of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Material Domestic Subsidiary and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Material Foreign Subsidiary, then the Borrower shall promptly, or shall cause the other material tangible and intangible assets such Domestic Subsidiary to promptly, pledge Capital Stock representing 65% of the Borrower total combined voting power of all classes of stock entitled to vote and 100% of any other class of stock of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each Guarantor to be subject to a Lien pursuant to and as required certificate duly executed in blank by the Security Instrumentsregistered owner thereof) owned by the Borrower or such Domestic Subsidiary and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) Within thirty The Borrower agrees that it will not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Second Lien Notes, except for such Liens granted on or before the date hereof, without first (301) days giving fifteen (or such longer period of time agreed 15) days’ prior written notice to by the Administrative Agent thereof and (2) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to Security Instruments in its sole discretion) after any written request of form and substance satisfactory to the Administrative Agent. In connection therewith, the Company shall executeBorrower shall, or shall cause to its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be executedrequested by the Administrative Agent. (e) In the event that the Borrower shall, Mortgages or supplements to Mortgages with respect to shall cause a Restricted Subsidiary to, register and/or document any Oil of its floating infrastructure assets, including, without limitation, the ATP Titan or the ATP Octabuoy, but excluding any infrastructure assets held by Unrestricted Subsidiaries, as a vessel in the ownership of the Borrower or such Restricted Subsidiary under the laws and Gas Properties acquired since flag of the Most Recently Delivered Reserve report United States or any other jurisdiction, then the Borrower shall, and shall cause such Restricted Subsidiaries to, promptly execute as security for the Indebtedness a first preferred ship mortgage for each such vessel, in a form satisfactory to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (ai) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least the lesser of (wi) ninety percent (90%) 75% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recent Reserve Report (and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and productionproduction or (ii) and (y) prior to the APOD Completion Date, all 125% of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”)Aggregate Commitment. In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimumlesser or (i) 75% of such total value or (ii) 125% of the Aggregate Commitment, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (ai) to (dv), (vii) and (fviii) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionthereof) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Collateral Documents such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimumlesser of (i) 75% of such total value or (ii) 125% of the Aggregate Commitment. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, mortgages, security agreements and financing statements statements, or other Security InstrumentsCollateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b6.1.9(ii). (bii) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Domestic Subsidiary, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Material Domestic Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral AgreementGuaranty. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Domestic Subsidiary or another Subsidiary to, (a) execute and deliver a supplement to the Guarantee and Collateral Agreement Guaranty executed by such Domestic Material Subsidiary, (iib) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests capital stock of such new Domestic Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Material Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiic) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves proved Oil and Gas Properties of the Company Borrower and it the Restricted Subsidiaries evaluated in such the most recently completed Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least less than 85% of the Collateral Coverage Minimumtotal value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Company Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within thirty sixty (3060) days (or such longer period of time agreed to by later date as the Administrative Agent may agree to in its sole discretiondiscretion and to the extent permitted by the Second Lien Notes) of the delivery of the Reserve Report Certificate required under Section 8.12(c)Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionLiens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least is equal to or greater than 85% of the Collateral Coverage Minimumtotal value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a The Borrower shall promptly cause each Material Subsidiary (including as a result of the other than an Excluded Subsidiary or Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to become a Guarantor and guarantee and secure the Secured Obligations pursuant to the Guarantee Guaranty and Collateral Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause the Restricted Subsidiaries to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion and to the extent permitted by the Second Lien Notes) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of any Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to, (i) cause such Material Subsidiary to, to execute and deliver a joinder and supplement to the Guarantee Guaranty and Collateral Agreement executed by such Material SubsidiaryAgreement, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners (A) pledge all of the Equity Interests of issued by such Material Subsidiary who are Credit Parties and (B) cause such Material Subsidiary to pledge all of the Equity Interests of directly owned by such new Material Subsidiary in its respective Subsidiaries (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Material SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof); provided, that such pledge shall be limited to (x) 65% of the voting Equity Interests in any Excluded Subsidiary described in clauses (a) or (b) of the definition thereof and (y) 0% of the Equity Interests in any Excluded Subsidiary described in clauses (c) or (d) of the definition thereof (unless such Equity Interests are pledged to secure any Permitted Second Lien Notes or any Permitted Refinancing Debt thereof), and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Company will at all times cause In the other material tangible and intangible assets of event that the Borrower and each Guarantor or any Subsidiary intends to be subject grant any Lien on any Property to a secure any Permitted Second Lien pursuant Notes or any Permitted Refinancing Debt thereof, the Borrower will provide at least fifteen (15) day’s prior written notice thereof to and as required by the Security Instruments. (d) Within thirty (30) days Administrative Agent (or such longer period of shorter time agreed to by as the Administrative Agent may agree in its sole discretion), and the Borrower will, and will cause its Subsidiaries to, first (or contemporaneously therewith) after any written request of grant to the Administrative Agent to secure the Secured Obligations a first-priority Lien on the same Property (unless the Administrative Agent declines such Lien), pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent, to the Company shall executeextent a prior Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Borrower will cause any Subsidiary and any other Person guaranteeing any Permitted Second Lien Notes or any Permitted Refinancing Debt to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since contemporaneously guarantee the Most Recently Delivered Reserve report Secured Obligations pursuant to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Guaranty and Collateral Agent, for the benefit of the Secured PartiesAgreement.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) % of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum90% of such total value, then the Company shall, and Parent Guarantor shall cause its Subsidiaries to, grant, within thirty (30) 30 days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum90% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).8.14(b).797992 (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed incurs or acquired by the Company or guarantees any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Debt, the Company Borrower or Parent Guarantor shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company 787889 Amended by Thirteenth Amendment. 797990 Amended by Thirteenth Amendment. 101 Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will Parent Guarantor will, at all times times, cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by of the Security Instruments. (d) Within thirty The Borrower shall not create or acquire any subsidiary without (30i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition. (e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business Days (or such longer period of time agreed to by as the Administrative Agent may agree in its sole discretion) after any written following a request of by the Administrative Agent, the Company shall execute, cause any deposit or shall cause securities account to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.Administrative Agent.808093

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least 85% of such total value or in the Collateral Coverage Minimumevent that any Tranche B Loans remain outstanding and unpaid after the Tranche B Termination Date, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of such total value. In the Collateral Coverage Minimumevent that the Tranche B Loans have been paid in full, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of the total value of the Oil and Gas Properties included in the then effective Borrowing Base. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after The Borrower shall promptly cause each Domestic Subsidiary (other than any Subsidiary classified as such based on the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company Borrower or any of its Subsidiaries (or the Company determines that any existing Subsidiary being a general partner thereof, unless such Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Wholly-Owned Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Domestic Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Domestic Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Domestic Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by the Borrower or such Domestic Subsidiary, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The Company Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor Subsidiary to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesInstruments.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base and Conforming Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 75% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum75% of such total value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) 30 days (or of such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c)review, to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties containing proved oil and gas reserves not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum75% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after If the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company Borrower or any of its Subsidiaries (or the Company determines Domestic Subsidiary that any existing Subsidiary is a Material Restricted Subsidiary (including as becomes the owner of a result of Restricted Subsidiary, then the Immaterial Borrower shall, or shall cause such Domestic Subsidiary Cap being exceeded))to, the Company shall promptly, but in any event no event later than fifteen (15) Business Days 30 days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) of becoming an owner thereof (or such longer period as may be agreed by the Administrative Agent may agree in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary), if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners pledge 100% of the Equity Interests of such Material Restricted Subsidiary who are Credit Parties to if it is a Domestic Subsidiary and (ii) pledge all 65% of the Equity Interests of such new Material Restricted Subsidiary if it is a Foreign Subsidiary, (including, without limitation, delivery of iii) deliver original stock certificates certificates, if any, evidencing the such Equity Interests of such Material Subsidiaryso pledged, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times Borrower shall cause the other material tangible and intangible following Persons to guarantee the Indebtedness pursuant to the Guaranty Agreement: (i) each Material Domestic Restricted Subsidiary; (ii) any Person required to guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.05(b); (iii) any Person that guarantees the Senior Notes or any Permitted Additional Debt; and (iv) one or more additional Domestic Subsidiaries that are Restricted Subsidiaries to the extent necessary to cause the total assets of the Domestic Subsidiaries that are Restricted Subsidiaries but are not Guarantors to be less than 20% of the combined assets of the Borrower and each Guarantor its Restricted Subsidiaries and the combined EBITDAX of such Domestic Subsidiaries to be subject to a Lien pursuant to less than 20% of the combined EBITDAX of the Borrower and as required by the Security Instrumentsits Restricted Subsidiaries. (d) Within thirty (30) In connection with any guaranty required by Section 8.13(c), the Borrower shall, or shall cause such Subsidiary or other Person to promptly, but in any event no later than 30 days (or such longer period as the Administrative Agent may agree in its discretion) after the event requiring such guaranty, execute and deliver (i) a supplement to the Guaranty Agreement and (ii) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time any Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of time agreed to this Section 8.13 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in its sole discretion) after any written request respect of the Administrative AgentSenior Notes or, if applicable, any Permitted Additional Debt, as the Company case may be, such Person shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages released from its guarantee obligations with respect to any Oil the Indebtedness and Gas Properties acquired since the Most Recently Delivered Reserve report to Administrative Agent shall, at the extent not already subject to a Lien sole cost and expense of the Security Instruments or otherwise desirable Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release. (e) If the Liens in favor Borrower obtains an Investment Grade Rating, then the provisions of the Collateral Agent, for the benefit of the Secured PartiesSection 8.13(a) and (b) shall no longer apply.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base and at any other times reasonably elected by the Administrative Agent or the Required Lenders, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least least, (wx) ninety percent (90%) only so long as any of the PV-10 Second Lien Notes (or any Permitted Refinancing Debt thereof) remain outstanding: (i) 95% of the PV-9 of the Proved Reserves evaluated in the most recent Reserve Report (ii) 95% of the PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such the most recent Reserve Report, (xiii) ninety percent (90%) % of the PV-10 total gross acreage of the Proved Reserves Loan Parties, (iv) substantially all of the Company Loan Parties’ Midstream Properties and its Subsidiaries evaluated any infrastructure or related Oil and Gas Property (excluding, for the avoidance of doubt, any Midstream Properties constituting Excluded Assets) and (v) any other of the Loan Parties’ Oil and Gas Properties requested by the Administrative Agent from time to time with a fair market value in such Reserve Report (excess of $2,000,000 in each case, after giving effect to exploration and production activities, acquisitions, dispositions and production) and production or (y) prior to after the APOD Completion DateSecond Lien Notes (or Permitted Refinancing Debt thereof) are no longer outstanding, all 85% of the PV-9 of the Proved Oil and Gas Properties of the Company and its Subsidiaries included evaluated in the APOD most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production (collectively, the “Collateral Coverage MinimumMinimum Mortgage Requirements”). In the event that the Mortgaged Properties do not represent at least satisfy the Collateral Coverage MinimumMinimum Mortgage Requirements, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c) to the Administrative Agent (or, in the case of clause (vii) above within thirty (30) days of the Administrative Agent’s written request), to the Administrative Agent as security for the Secured Obligations a first-first priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionby Section 9.03 may exist) on additional Oil and Gas Properties, Midstream Properties (excluding for the avoidance of doubt any Midstream Properties constituting Excluded Assets) and properties described in the definition of Minimum Mortgage Requirements not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least satisfy the Collateral Coverage MinimumMinimum Mortgage Requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed The Borrower shall promptly cause each newly created or acquired by the Company or any of its Subsidiaries (or the Company determines Domestic Subsidiary that any existing Subsidiary is a Material Wholly-Owned Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee Guaranty Agreement and to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral Agreement(as defined in the applicable security agreement, but which shall in no event include Excluded Assets) pursuant to a security agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Domestic Subsidiary to, to execute and deliver the Guaranty Agreement (or a supplement to the Guarantee thereto, as applicable) and Collateral Agreement executed by such Material Subsidiarya security agreement (or a supplement thereto, as applicable) and (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Domestic Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Domestic Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) The Company will at In the event that any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of all times cause the other material tangible Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and intangible assets to the extent such pledge does not occur automatically under the Guaranty Agreement (including, in each case, delivery of the Borrower and original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each Guarantor to be subject to a Lien pursuant to and as required certificate duly executed in blank by the Security Instrumentsregistered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (d) Within thirty The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (30other than the Borrower) days and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (or other than the Borrower) in order for such longer period of time agreed Loan Party to by the Administrative Agent in honor its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages obligations under its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Oil Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien for any greater amount). The obligations of the Security Instruments Borrower under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or otherwise desirable terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(d) constitute, and this Section 8.14(d) shall be deemed to evidence the Liens in favor of the Collateral Agentconstitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Secured PartiesBorrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result of the Immaterial ii) any Domestic Subsidiary Cap being exceeded))incurs or guarantees any Debt, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Restricted Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $2,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery of a Reserve Report, the Company The Borrower shall review the promptly each Reserve Report delivered pursuant to this Agreement after the Effective and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) % of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum90% of such total value, then the Company Borrower shall, and shall cause its the Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.12(b), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Documents such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum90% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security InstrumentsDocuments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material The Borrower shall promptly cause each Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to (iA) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at On each Collateral Addition Date, the Borrower and each Subsidiary shall take all times such actions and execute and deliver, or cause to be executed and delivered, all such Security Documents that Administrative Agent shall request to create in favor of Administrative Agent, for the other material tangible benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority Lien on and intangible assets security interest in all Oil and Gas Properties of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent Subsidiaries not already subject to a Lien of the Security Instruments or otherwise desirable Documents (subject only to evidence the Excepted Liens in favor of the Collateral type described in clause (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Documents, all in form and substance satisfactory to the Administrative Agent and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. If requested by Administrative Agent, for the benefit each Affiliate of the Secured Partiesa Loan Party who is an operator under any Operating Agreement shall have executed and delivered a subordination agreement to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including, for avoidance of doubt, any Interim Redetermination), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether the Borrowing Base Properties which are Mortgaged Properties represent at least (w) ninety percent (90%) 85% of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries Borrowing Base Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum85% of such PV-10 value, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c8.11(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum85% of such PV-10 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-10 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-10 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be (but shall not be required to be) up to 100% at any time. (i) (b) (i) From and after the Closing Date, in the event The Borrower shall promptly cause each Domestic Subsidiary Group Member that any is a wholly-owned Material Subsidiary and which is formed not acquired or acquired by created for the Company or any purpose of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) an ABS Transaction to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty and security interest grant, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, to promptly execute and deliver a supplement to the such Guarantee and Collateral Agreement executed by such Material Subsidiary(or a supplement thereto, as applicable), (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties Group Members to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates (if any) evidencing the certificated Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) such Material Subsidiary or other Person, as applicable, to promptly execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (i) With respect to any Subsidiary that is acquired or created for the purpose of an ABS Transaction, such Subsidiary shall guarantee and secure the Secured Obligations prior to its acquisition (either by assignment, division, divisive merger or otherwise) of any Mortgaged Property or the Equity Interest of an entity that owns Mortgaged Property by executing a supplement to the Guarantee and Collateral Agreement in the form of Annex I thereto and if such ABS Transaction does not close within five (5) Business Days (or such longer period as the Administrative Agent shall agree) after the acquisition of such Mortgaged Property or the Equity Interest of an entity that owns such Mortgaged Property by such Subsidiary, the Borrower shall cause (A) the owners of the Equity Interests of such Subsidiary who are Group Members to pledge all of the Equity Interests of such Subsidiary (including delivery of original stock certificates (if any) evidencing the certificated Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (B) such Material Subsidiary to promptly execute and deliver such other additional closing documents (including Mortgages or amendments to Mortgages), legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (b) In the event that any Loan Party becomes the owner of (i) a first tier Foreign Group Member or (ii) a Domestic Subsidiary Group Member, then the parent Loan Party shall (A) pledge (x) 65% of all Equity Interests of such Foreign Group Member or (y) 100% of all the Equity Interests of such Domestic Subsidiary Group Member, in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such certificated Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (along with such Foreign Group Member or Subsidiary Group Member, as applicable) execute and deliver such other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) The Company Borrower will at all times cause the other material tangible and intangible personal and real property assets (other than any “Excluded Asset” as defined in the Security Instruments) of the Borrower and each Guarantor Group Member to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesInstruments.

Additional Collateral; Additional Guarantors. (a) In connection with each the delivery of a each Reserve Report, the Company Borrower shall review the such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) % of the PV-10 Total Proved PV-9 of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum90% of such Total Proved PV-9, then Parent and the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest Lien, subordinate to only that of the Senior Liens, if any (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum90% of such Total Proved PV-9. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From Parent and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such each newly formed created or acquired Subsidiary (or such existing other than any Immaterial Subsidiary, if applicable) and any Immaterial Subsidiary that becomes a Material Subsidiary to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement, including pursuant to a supplement or joinder thereto. In connection with any such guaranty guaranty, Parent and security interest grant, the Company Borrower shall, or shall cause (i) such Material Subsidiary to, (other than any Immaterial Subsidiary) to execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary(or a supplement thereto, as applicable) and (ii) in subject to the case of any newly formed or acquired Material SubsidiaryIntercreditor Agreement, the owners (other than any Immaterial Subsidiary) of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (iiic) In the event that any Loan Party becomes the direct owner of a Domestic Subsidiary, then the Loan Party shall promptly, subject to the Intercreditor Agreement, (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (d) In the event that any Loan Party becomes the direct owner of a Foreign Subsidiary, then the Loan Party shall promptly (i) pledge 66-2/3% of all the Equity Interests of such Foreign Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guarantee and Collateral Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Foreign Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent. (e) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Collateral Agreement and other Security Instruments (provided, however, that the Borrower shall only be liable under this Section 8.14(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and effect until Payment in Full. (f) If the Borrower or any Subsidiary intends to grant any Lien on any Property to secure the Revolving Debt, then the Borrower will provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent and the Borrower will, and will cause its Subsidiaries to, grant to the Administrative Agent to secure the Secured Obligations a Lien subordinate to only that of the Senior Liens, if any, on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent to the extent a prior Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) . The Company Borrower will at all times cause any Subsidiary and any other Person guaranteeing any Revolving Debt to contemporaneously guarantee the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien Secured Obligations pursuant to the Guarantee and as required by the Security InstrumentsCollateral Agreement. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.11(c)(vi)) to ascertain whether either (i) the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves Oil and Gas Properties of the Company Borrower and it its Restricted Subsidiaries evaluated in such the most recently completed Reserve Report, Report or (xii) ninety percent (90%) as of the PV-10 date of such redetermination, the Proved Reserves of the Company and its Subsidiaries evaluated Collateral Coverage Ratio is equal to or greater than 2.5 to 1.0, in such Reserve Report (each case after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that both (X) and (y) prior to the APOD Completion Date, all Mortgaged Properties represent less than 80% of the total value of the Oil and Gas Properties of the Company Borrower and its Restricted Subsidiaries included evaluated in the APOD most recently completed Reserve Report and (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least Y) the Collateral Coverage MinimumRatio is less than 2.5 to 1.0, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty ninety (3090) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under certificate contemplated by Section 8.12(c8.11(c), to the Administrative Agent or its designee as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionLiens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and its Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, either (i) the Mortgaged Properties will represent at least are equal to or greater than 80% of the total value of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries evaluated in such Reserve Report or (ii) the Collateral Coverage MinimumRatio is equal to or greater than 2.5 to 1.0. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b8.13(b). (b) From and after If (i) the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $10,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) (provided that neither ▇▇▇▇▇ nor any of its subsidiaries shall be required to guarantee or secure the Indebtedness prior to the termination and repayment of the Immaterial Debt under the ▇▇▇▇▇ Revolver and the redemption or refinancing of the ▇▇▇▇▇ Senior Debt unless any such Person has 13911654.6 also guaranteed the Senior Notes) and in either case, such Restricted Subsidiary Cap being exceeded))is not already a Guarantor, then the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause (i) such Material Restricted Subsidiary to, (A) execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Restricted Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including, for the avoidance of doubt, any Interim Redetermination), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety eighty-five percent (9085%) of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (Borrowing Base Properties after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least eighty-five percent (85%) of the Collateral Coverage MinimumPV-9 of the Borrowing Base Properties, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least eighty-five percent (85%) of the Collateral Coverage MinimumPV-9 of the Borrowing Base Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result of the Immaterial ii) any Domestic Subsidiary Cap being exceeded))incurs or guarantees any Material Indebtedness, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grant, the Company Borrower shall, or shall cause (iA) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Loan Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10.0 million, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge sixty-six and two thirds percent (66-2/3%) of all the voting Equity Interests of such Foreign Subsidiary and 100% of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The Company Borrower will at all times cause not, and will not permit any Restricted Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the other material tangible and intangible assets of 2022 Second Lien Notes which is not already granted to secure the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by Secured Obligations under the Security Instruments. Instruments without first (di) Within thirty giving at least ten (3010) days (or days’(or such longer period of earlier time as may be agreed to by the Administrative Agent in its sole discretion) after any prior written request of notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Secured Obligations a first-priority, perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent; provided that Excepted Liens may exist. In connection therewith, the Company shall executeBorrower shall, or shall cause to be executedits Restricted Subsidiaries to, Mortgages or supplements to Mortgages with respect to any Oil execute and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien deliver such other additional closing documents, certificates and legal opinions of the Security Instruments or otherwise desirable type customarily given with regard to evidence such matters as shall reasonably be requested by the Liens in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery Scheduled Redetermination of a Reserve Reportthe Borrowing Base and any redetermination of the Borrowing Base in connection with an acquisition or Disposition of Property permitted hereunder, the Company Borrower shall review the Reserve Report its and the list of current Mortgaged Properties (as described in Section 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) of the PV-10 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Guarantors’ Oil and Gas Properties of the Company to ascertain whether such Oil and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”)Gas Properties are Mortgaged Properties. In the event that the Mortgaged Properties do not represent at least substantially all, but in no event less than ninety-five percent (95%), of its and the Collateral Coverage MinimumGuarantors’ (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing,” then the Company Borrower shall, and shall cause its Subsidiaries the Guarantors to, grant, within thirty forty-five (3045) days of delivery of the certificate required under Section 8.12(c) (or such longer period of time agreed later date not to by exceed forty-five (45) additional days as the Administrative Agent may agree in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted subject only to Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of by Section 9.03 on such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least constitute substantially all, but in no event less than ninety-five percent (95%) of each of the Collateral Coverage MinimumBorrower’s and the Guarantors’ (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing.” If any Mortgaged Property includes a structure with two or more walls that is located in a special flood hazard zone, the Obligors shall deliver evidence that the flood insurance requirements have been satisfied to the Administrative Agent contemporaneously with delivery of the Security Instruments, and the Administrative Agent shall be satisfied that flood insurance requirements have been satisfied. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company The Borrower shall, or shall cause the Guarantors to, within five (5) Business Days of the formation or acquisition or similar event of any new Subsidiary, or such later date as the Administrative Agent may agree in its sole discretion, to, (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets Each of the Borrower Obligors shall cause all Obligations of the Obligors under the Loan Documents and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (under any interest rate protection or such longer period of time agreed to by other Swap Agreements or cash management arrangements entered into with any Lender, the Administrative Agent in its sole discretion) after or any written request person that at the time such arrangements were entered into was an Affiliate of a Lender or the Administrative Agent, the Company shall execute, or shall cause Agent that are intended to be executed, Mortgages or supplements to Mortgages secured on an equal and ratable basis with respect to any Oil the obligations under the Loan Documents will be unconditionally guaranteed jointly and Gas Properties acquired since severally on a pari passu basis with the Most Recently Delivered Reserve report to other Obligations by the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured PartiesObligors.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base and, as applicable, Conforming Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% (w) ninety percent (90or at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least 80% (or at least 95%, as provided below, in the Collateral Coverage Minimumevent the Borrowing Base then exceeds the Conforming Borrowing Base) of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% (or at least 95%, as provided below, in the Collateral Coverage Minimumevent the Borrowing Base then exceeds the Conforming Borrowing Base) of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). Notwithstanding the foregoing or anything to the contrary contained herein, on the Effective Date and at all times that the Borrowing Base exceeds the Conforming Borrowing Base, the Mortgaged Properties must represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report (including the Initial Reserve Report) after giving effect to exploration and production activities, acquisitions, dispositions and production. (b) From and after the Closing Date, in the event that any Material The Borrower shall promptly cause each Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall cause such Subsidiary to (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times If any Event of Default shall occur and be continuing, then the Borrower shall, and shall cause each of its Subsidiaries to, within ten (10) Business Days after notice by Administrative Agent, grant to the other material tangible and intangible assets Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided Excepted Liens of the Borrower and each Guarantor type described in clauses (a) to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty and (30f) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agentdefinition thereof may exist, but subject to the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any provisos at the end of such definition) on all of their Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence such that after giving effect thereto, the Liens in favor Mortgaged Properties will represent substantially all of the Collateral Agent, for the benefit Oil and Gas Properties of the Secured PartiesBorrower and its Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base, the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) % of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries Borrowing Base Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum90% of such PV-9, then the Company Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) (or such longer period of time agreed to by later date as the Administrative Agent may agree to in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Collateral Coverage Minimum90% of such PV-9. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in the event that any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded)), the Company The Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such each newly formed created or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee Guaranty Agreement and to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral Agreement(as defined in the security agreement) pursuant to a security agreement. In connection with any such guaranty and security interest grantguaranty, the Company Borrower shall, or shall promptly cause (i) such Material Subsidiary to, to execute and deliver the Guaranty Agreement (or a supplement to the Guarantee thereto, as applicable) and Collateral Agreement executed by such Material Subsidiarya security agreement (or a supplement thereto, as applicable) and (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitationin the event such Equity Interests are certificated, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent. (c) The Company will at Borrower hereby guarantees the payment of all times cause Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other material tangible support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under its respective Guaranty Agreement and intangible assets other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(c) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(c), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(c) shall remain in full force and effect until the Commitments have expired or terminated and the principal of and interest on each Guarantor to be subject to a Lien pursuant to Loan and as required by all fees payable hereunder and all other amounts payable under the Security Instruments. (d) Within thirty (30) days Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or such longer period of time agreed are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(c) constitute, and this Section 8.14(c) shall be deemed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agentconstitute, the Company shall executea “keepwell, support, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, other agreement” for the benefit of each Loan Party (other than the Secured PartiesBorrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Additional Collateral; Additional Guarantors. (a) In connection with each delivery redetermination of a Reserve Reportthe Borrowing Base (including, for the avoidance of doubt, any Interim Redetermination), the Company Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 95% of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and it Subsidiaries evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (Borrowing Base Properties after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least 95% of the Collateral Coverage MinimumPV-9 of the Borrowing Base Properties, then the Company Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereuponthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of the Collateral Coverage MinimumPV-9 of the Borrowing Base Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that any Material Subsidiary is formed or acquired by (i) the Company or any of its Subsidiaries (or the Company Borrower determines that any existing Restricted Subsidiary is a Material Domestic Subsidiary or (including as a result of the Immaterial ii) any Domestic Subsidiary Cap being exceeded))incurs or guarantees any Material Indebtedness, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which such Subsidiary was formed or acquired (or, if applicable, determined to be a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) promptly cause such newly formed or acquired Restricted Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant to the Guarantee and Collateral Guaranty Agreement. In connection with any such guaranty and security interest grant, the Company Borrower shall, or shall cause (iA) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Guaranty Agreement executed by such Material Subsidiary, (iiB) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Loan Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10.0 million, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the voting Equity Interests of such Foreign Subsidiary and 100% of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The Company Borrower will at all times cause not, and will not permit any Restricted Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the other material tangible and intangible assets of Second Lien Notes which is not already granted to secure the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by Secured Obligations under the Security Instruments. Instruments without first (di) Within thirty giving at least ten (3010) days (or days’(or such longer period of earlier time as may be agreed to by the Administrative Agent in its sole discretion) after any prior written request of notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Secured Obligations a first-priority, perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent; provided that Excepted Liens may exist. In connection therewith, the Company shall executeBorrower shall, or shall cause to be executedits Restricted Subsidiaries to, Mortgages or supplements to Mortgages with respect to any Oil execute and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien deliver such other additional closing documents, certificates and legal opinions of the Security Instruments or otherwise desirable type customarily given with regard to evidence such matters as shall reasonably be requested by the Liens in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base or delivery of a Reserve ReportReport hereunder, the Company Borrower shall review the such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b8.01(i)(F)) to ascertain whether the Mortgaged Properties represent at least (w) ninety percent (90%) 80% of the PV-10 total value of the Proved Developed Producing Reserves of the Company Oil and it Subsidiaries Gas Properties evaluated in such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such most recently completed Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent at least the Collateral Coverage Minimum80% of such total value, then the Company Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of delivery of the Reserve Report Certificate certificate required under Section 8.12(c8.01(i), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Specified Liens of the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definitionmay exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least not less than the Collateral Coverage Minimumminimum set forth above. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) From and after the Closing Date, in In the event that the Borrower creates or acquires any Material Subsidiary is formed or acquired by the Company or any of its Subsidiaries (or the Company determines that any existing Subsidiary is a Material Subsidiary (including as a result of the Immaterial Subsidiary Cap being exceeded))Domestic Subsidiary, the Company Borrower shall promptly, but in no event later than fifteen (15) Business Days after the date on which promptly cause such Subsidiary was formed or acquired (or, if applicable, determined to be become a Material Subsidiary) (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) cause such newly formed or acquired Subsidiary (or such existing Subsidiary, if applicable) to guarantee and secure the Secured Obligations pursuant party to the Guarantee and Collateral Agreement. In connection with any such guaranty and security interest grant, the Company shall, or shall cause (i) such Material Subsidiary to, execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Material Subsidiary, (ii) in the case of any newly formed or acquired Material Subsidiary, the owners of the Equity Interests of such Material Subsidiary who are Credit Parties to pledge all of the Equity Interests of such new Material Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Company will at all times cause the other material tangible and intangible assets of the Borrower and each Guarantor to be subject to a Lien pursuant to and as required by the Security Instruments. (d) Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after any written request of the Administrative Agent, the Company shall execute, or shall cause to be executed, Mortgages or supplements to Mortgages with respect to any Oil and Gas Properties acquired since the Most Recently Delivered Reserve report to the extent not already subject to a Lien of the Security Instruments or otherwise desirable to evidence the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties.Collateral