Common use of Additional Collateral Clause in Contracts

Additional Collateral. Borrowers agree to regularly monitor engineering data covering all producing oil and gas properties and interests owned or acquired by Borrowers and the Guarantors on or after the date hereof and to mortgage or cause to be mortgaged such of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instruments, as applicable, to the extent that the Lenders shall at all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a whole, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%.

Additional Collateral. Borrowers agree Not later than sixty (60) days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to regularly monitor engineering data covering all producing oil and gas properties and interests owned or acquired by Borrowers and the Guarantors on or Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the date hereof and to mortgage acquisition or cause to be mortgaged such creation by any Restricted Collateral Subsidiary of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instruments, as applicable, any asset (including Intellectual Property but only to the extent that a first priority perfected Lien would have been required under the Lenders shall at all times during the existence terms of the Commitment be secured Security Documents granted by perfected Liens and security interests covering not less than eighty percent (80%) Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the GuarantorsMaxeon Solar Pte. Ltd.), taken as a whole. In additionexcept for any asset that constitutes Excluded Assets, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered is material to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status business or operations of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, its Subsidiaries taken as a whole, and which asset would not automatically be subject to the Collateral Trustee’s first priority perfected Lien pursuant to pre-existing Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a first priority perfected Lien (iisubject to Permitted Liens, any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the relevant Security Document(s)) thirty percent (30%) in favor of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent Collateral Trustee for the ratable benefit of the Lenders Secured Parties and take such actions as shall be necessary or reasonably requested by GLEP. In order the Collateral Trustee to assist Borrowers grant and perfect or record such first priority Lien, in monitoring its mortgage coverage, Agent agrees each case to notify Borrowers if the Lenders determine extent practicable under the applicable law and any such documentation memorializing such actions shall be based on the Security Documents in effect at such time; provided that this Section 3.25 shall not apply to the coverage required by this paragraph ever falls below 80%. Failure extent such assets are of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations type over which Liens are permitted under this Section 12(v3.13(H), Section 3.13(K), Section 3.13(L) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%Section 3.13(BB).

Additional Collateral. Borrowers agree (A) Within 60 days following the end of each fiscal quarter, commencing with June 30, 2011, the Company shall (i) notify the Collateral Agent in writing, at the sole cost and expense of the Company, if any Obligor acquires any assets with a Fair Market Value individually in excess of $500,000 that would constitute Collateral (other than real property, which shall be the subject of Section 9.04(B)) that are not otherwise automatically subject to regularly monitor engineering data covering all producing oil a perfected security interest under the Collateral Documents and gas properties and interests owned or acquired by Borrowers and (ii) to the Guarantors on or after extent applicable, shall within 60 days of delivery of the date hereof notice specified in the foregoing clause (i), and to mortgage the extent required hereunder and under the Collateral Documents, execute and deliver to the Collateral Agent such security agreement supplements and other documentation (in form and scope, and covering such additional Collateral on terms consistent with the Pledge and Security Agreement and other Collateral Documents in effect on the Issue Date, and take such additional actions as are necessary to create and fully perfect (except to the extent perfection is not required hereunder or cause to be mortgaged such thereunder)) in favor of the same to Collateral Agent for the ratable benefit of the Lenders Secured Parties a valid and enforceable security interest in substantially such Collateral, which shall be free of any other Liens except for Permitted Liens. Any security interest provided pursuant this Section 9.03(A) shall be accompanied by such Opinions of Counsel to the form Company as customarily given by counsel in the relevant jurisdiction. (B) If the Company or any Guarantor (i) owns, on the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 or (ii) acquires, after the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 (such interests in clause (i) and (ii) above, the “Premises”), then within 90 days of the Security InstrumentsIssue Date or the date of acquisition of such land and related improvements, as applicable, to the extent that such property does not constitute Excluded Assets: (i) the Lenders Company or such Guarantor shall at all times during deliver to the existence Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Commitment be secured Issue Date, the date of acquisition of such Premises or such later date specified above, as the case may be, duly executed by perfected Liens the Company or the applicable Guarantor, together with related opinions and security interests covering not less than eighty percent evidence of the completion (80%or satisfactory arrangements for the completion) of the Engineered Value of all producing Oil recordings and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging filings of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties Mortgage as may be necessary to maintain at create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) the Company or such Guarantor shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the benefit of the Secured Parties, in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all times a level Liens, defects and encumbrances other than Permitted Liens; and (iii) the Company or such Guarantor shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such title information (showing good and defensible title) of not less than Premises, together with either (i) eighty percent an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey; or (80%ii) an affidavit or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and provide survey coverage to such policy. Notwithstanding anything herein to the contrary, the Trustee makes no representation as to the validity, adequacy or sufficiency of the documents listed in clauses (i), (ii) or (iii) of this Section 9.03(B) and assumes no responsibility for their correctness. (C) Upon payment of the Engineered Value Company’s final payment under the Makena Agreement, the Company shall promptly (and in any event within 15 days following termination or expiration of all Oil and Gas Properties mortgaged the Makena Agreement) grant to the Agent Collateral Agent, for the ratable benefit of the Lenders by the Company and the GuarantorsSecured Parties, taken as a whole, and first priority security interest (iisubject to Permitted Liens) thirty percent (30%) in all of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers Company’s interests in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%Makena.

Additional Collateral. Borrowers agree Marley Station (59003) The related Mortgage Loan documents may add as collateral to regularly monitor engineering data covering all producing oil and gas properties and interests owned or acquired by Borrowers the lien of the related security instrument and the Guarantors on or after the date hereof and to mortgage or cause to be mortgaged such of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instruments, as applicable, related Mortgage Loan documents (i) real property that is contiguous to the extent that the Lenders shall at all times during the existence of the Commitment be secured by perfected Liens related Mortgaged Property and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that is used in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to related Mortgaged Property together with the Agent such mortgage and title opinions improvements located thereon and other title information with respect to the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantorsappurtenant rights associated therewith, taken as a whole, and (ii) thirty percent the "Macy's Parcel" (30%as defined in the related Mortgage Loan documents) and/or the "Hecht Parcel" (as defined in the re▇▇▇▇▇ Mortgage Loan documents) (if the Macy's Parcel or the Hecht Parcel has been previously re▇▇▇▇▇d from the lien of the Engineered Value related security instrument) or (iii) the improvements located on the Macy's Parcel and/or the Hecht Parcel (the "Additional Property"), subject to certain conditions, including but not limited to: (a) delivery of all Oil and Gas Properties mortgaged evidence to the Agent for mortgagee that all requirements of and obtained all approvals required under any related leases and any reciprocal easement agreements have been obtained and the ratable benefit Additional Property transactions will not violate any of the Lenders by GLEP. In order provisions of any Leases or any reciprocal easement agreements; (b) no Event of Default will has occurred and is continuing; (c) creation of a valid and enforceable liens upon the Additional Property in favor of mortgagee; (d) delivery to assist Borrowers in monitoring its mortgage coveragethe mortgagee of an updated Title Insurance policy, Agent agrees survey, certificates of insurance, physical conditions or engineering report and environmental reports acceptable to notify Borrowers if the Lenders determine mortgagee; (e) delivery to the mortgagee of various opinions including, but not limited to, an update of the non-consolidation opinion indicating that the coverage required by this paragraph ever falls below 80%. Failure addition does not affect the opinions set forth therein and an opinion of counsel acceptable to the rating agencies that the Addition does not constitute a "significant modification" of the Agent to notify Borrowers Loan under Section 1001 of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, the Code or otherwise cause a tax to be pledged, additional Oil imposed on a "prohibited transaction" by any REMIC Trust; and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30f) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory delivery to the Agent covering sufficient additional Oil and Gas Properties mortgagee of a certified copy of an amendment to bring the coverage to at least 80%related Management Agreement reflecting the addition of the Additional Property as a property managed pursuant thereto.

Additional Collateral. Borrowers agree to regularly monitor engineering data covering all producing oil The Borrower will, and gas properties and interests owned or acquired by Borrowers and the Guarantors on or after the date hereof and to mortgage or will cause to be mortgaged such each of the same other Obligors to, grant from time to time to the Collateral Agent for the ratable benefit of the Lenders Secured Parties security interests in substantially all of the assets and properties of the Borrower and other Obligors, now existing or hereafter acquired, pursuant to the relevant Security Documents. All such security interests and Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Liens in favor of the Collateral Agent superior to and prior to the rights of all third Persons and subject to no other Liens except for Liens permitted under Section 7.02. The Liens on such assets and properties and/or the security agreements or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent as required pursuant to the relevant Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. The Borrower will, and Amended and Restated Revolving Credit Agreement will cause each of the other Obligors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security InstrumentsDocuments as the Collateral Agent may reasonably require. Furthermore, as applicablethe Borrower will, and will cause the other Obligors to, deliver to the extent that the Lenders shall at all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Collateral Agent such mortgage and opinions of counsel, title opinions insurance and other title information with respect to the title and Lien status of such Oil and Gas Properties related documents as may be necessary reasonably requested by the Administrative Agent to maintain at all times assure itself that this Section has been complied with. Notwithstanding the foregoing, in the event the Borrower or any Subsidiary that which is organized under the laws of a level State, the United States of America or the District of Columbia shall form or acquire directly a Foreign Subsidiary, the Borrower will, and will cause such Subsidiary to pledge the Capital Stock of such title information (showing good Foreign Subsidiary in favor of the Collateral Agent pursuant to the relevant Security Document in form and defensible title) substance reasonably satisfactory to the Administrative Agent, provided that such pledge of not less than Capital Stock of a Foreign Subsidiary shall be limited to (i) eighty percent (80%) 65% of the Engineered Value voting Capital Stock of all Oil and Gas Properties mortgaged to the Agent such Foreign Subsidiary having ordinary voting power for the ratable benefit election of the Lenders by the Company and the Guarantors, taken as a whole, board of directors of such Subsidiary and (ii) thirty percent (30%) 100% of all other Capital Stock of such Foreign Subsidiary; and provided further that, notwithstanding the foregoing, no portion of the Engineered Value Capital Stock of all Oil Chart Europe GmbH ("Chart Europe") held by the Borrower and Gas Properties mortgaged its Subsidiaries as of the Effective Date shall be required to be pledged pursuant to this Agreement, provided that the Borrower will cause Chart Europe to be liquidated on or prior to June 30, 2004 and, prior to such liquidation, the Borrower will not, and will not permit any of its Subsidiaries to, engage in any transaction with Chart Europe other than those directly related to the Agent for consummation of such liquidation (and, in any event, will not make any Investment in, or transfer any property to, Chart Europe after the ratable benefit Effective Date). Notwithstanding the foregoing, as of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverageEffective Date the Borrower will, Agent agrees to notify Borrowers if and will cause the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such noticeother Obligors to, execute and deliver, or cause deliver the Mortgages with respect to such real property interests of the Borrower and the other Obligors as are designated to be executed so mortgaged in Schedule 4.16. From time to time thereafter the Borrower will, and deliveredwill cause each other Obligor to, Security Instruments notify the Administrative Agent within 30 days of the acquisition of any additional real property interests (whether a fee or leasehold) and, thereafter upon the request of the Required Lenders, grant a mortgage lien on such real property pursuant to a Mortgage in form and substance reasonably satisfactory to the Administrative Agent; provided that, in no event will the Borrower or any of its Subsidiaries be required to take any action, other than using commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this paragraph. If the Administrative Agent covering sufficient additional Oil or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any real property of the Borrower and Gas Properties its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to bring the coverage Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to at least 80%.the Administrative Agent. Amended and Restated Revolving Credit Agreement

Additional Collateral. Borrowers agree (a) The Borrower will grant and will cause each of its Subsidiaries to regularly monitor engineering data covering all producing oil grant to the Agent as security for the Indebtedness a perfected Lien on the Borrower's or such Subsidiary's interest in any Oil and gas properties and interests owned or Gas Properties that are (i) acquired by Borrowers and the Guarantors on or after the date hereof and to mortgage or cause to be mortgaged such of at the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instruments, as applicable, cash acquisition cost to the extent that the Lenders shall at all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of Borrower or such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver Subsidiary equal to or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a wholeexceeding $1,000,000, and (ii) thirty percent do not constitute Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Loan Documents, all in form substantially the same as the New Mortgage (30%subject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) The Borrower will grant and will cause each of its Subsidiaries to grant to the Engineered Value of all Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens and the matters set forth on Schedule 7.10 hereto) on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties mortgaged identified after the Closing Date as containing Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Loan Documents, all in form substantially the same as the Standard Mortgage (subject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (c) Concurrently with the granting of the Lien or other action referred to in Section 8.09(b) above, the Borrower will provide to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments title information in form and substance satisfactory to the Agent covering sufficient additional in its sole discretion with respect to the Borrower's and its Subsidiaries' interests in such Oil and Gas Properties to bring the coverage extent needed to cause the Agent to have received, together with title information previously delivered to the Agent, satisfactory title information on at least 80%90% of the value of the proved Hydrocarbon Interests evaluated by the most recent Reserve Report. (d) Also, promptly after the filing of any new Loan Document in any state, other than the New Mortgage and any other mortgage filed pursuant to subsection (a) of this Section 8.09 or any other mortgage substantially in the form of the New Mortgage, upon the reasonable request of the Agent, the Borrower will provide to the Agent an opinion addressed to the Agent for the benefit of the Lenders in form and substance reasonably satisfactory to the Agent in its sole discretion from counsel acceptable to Agent, stating that such Loan Document is valid, binding and enforceable in accordance with its terms and in legally sufficient form for such jurisdiction.

Additional Collateral. (i) Borrowers agree to regularly monitor engineering data covering all producing oil and gas properties and interests owned will cause any Subsidiaries formed or acquired by Borrowers and the Guarantors on or after the date hereof of this Agreement to become a Borrower hereunder by executing a joinder agreement in form and substance reasonable satisfactory to Bank, and to mortgage or grant Liens to Bank in all property of such Subsidiary pursuant to security documents in form and substance satisfactory to Bank; (ii) Borrowers will cause (1) 100% of the issued and outstanding Equity Interests of each of their domestic Subsidiaries and (2) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary owned by Borrowers to be mortgaged such of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instruments, as applicable, to the extent that the Lenders shall subject at all times during to a perfected Lien in favor of Bank pursuant to the existence terms and conditions of the Commitment be secured by perfected Liens and Loan Documents or other security interests covering not less than eighty percent documents as Bank shall reasonably request; (80%iii) of without limiting the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In additionforegoing, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a wholewill, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or will cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such noticeeach Subsidiary to, execute and deliver, or cause to be executed and delivered, Security Instruments in form to Bank such documents, agreements and substance satisfactory instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which Bank may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Loan Documents, all at the expense of Borrowers; and (iv) if any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrowers or their Subsidiaries after the date of this Agreement (other than assets constituting Collateral that become subject to the Agent covering sufficient additional Oil Lien in favor of Bank pursuant to the Loan Documents upon acquisition thereof or specifically excluded collateral), Borrowers will (1) notify Bank thereof and, if requested by Bank, cause such assets to be subjected to a Lien securing the Obligations and Gas Properties (2) take, and cause each Subsidiary to bring take, such actions as shall be necessary or reasonably requested by Bank to grant and perfect such Liens, including actions described in paragraph (iii) of this Section, all at the coverage to at least 80%expense of Borrowers.

Additional Collateral. Borrowers agree Not later than sixty (60) days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to regularly monitor engineering data covering all producing oil and gas properties and interests owned or acquired by Borrowers and the Guarantors on or Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the date hereof and to mortgage acquisition or cause to be mortgaged such creation by any Restricted Collateral Subsidiary of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instruments, as applicable, any asset (including Intellectual Property but only to the extent that a second priority perfected Lien would have been required under the Lenders shall at all times during the existence terms of the Commitment be secured Notes Security Documents granted by perfected Liens and security interests covering not less than eighty percent (80%) Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the GuarantorsMaxeon Solar Pte. Ltd.), taken as a whole. In additionexcept for any asset that constitutes Excluded Assets, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered is material to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status business or operations of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s second priority perfected Lien pursuant to pre-existing Notes Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a second priority perfected Lien (subject to the Priority Liens, any lien permitted under the Priority Lien Debt Documents, and (iiany limitations required under the applicable law and/or, if applicable, the exclusions set forth in the relevant Notes Security Document(s)) thirty percent (30%) in favor of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent Collateral Trustee for the ratable benefit of the Lenders Notes Secured Parties and take such actions as shall be necessary or reasonably requested by GLEP. In order the Collateral Trustee to assist Borrowers grant and perfect or record such second priority Lien, in monitoring its mortgage coverage, Agent agrees each case to notify Borrowers if the Lenders determine extent practicable under the applicable law; provided that this Section 3.18 shall not apply to the extent such assets are of the type over which Liens are permitted under Section 3.12(G) and Section 3.12(K); provided further that the coverage applicable Restricted Collateral Subsidiary shall be required by this paragraph ever falls below 80%. Failure to cause such asset to be subject to a second priority perfected Lien (subject to the Priority Lien, any lien permitted under the Priority Lien Debt Documents, any limitations required under the applicable law, the exclusions set forth in the relevant Notes Security Document(s), if applicable, the terms of the Agent Indenture and/or the terms of the Intercreditor Agreement) in favor of the Collateral Trustee for the benefit of the Notes Secured Parties and/or take such actions as shall be necessary or reasonably requested by the Collateral Trustee to notify Borrowers of grant and perfect or record such second priority Lien, in each case to the extent practicable under the applicable law, pursuant to this Section 3.18, only if any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt asset becomes part of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to collateral securing the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%Priority Lien Secured Obligations.

Additional Collateral. Borrowers agree (a) With respect to regularly monitor engineering data covering all producing oil and gas properties and interests any owned real --------------------- property or acquired by Borrowers and fixtures located on owned real property, in each case with a purchase price or a fair market value of at least $1,000,000, in which the Guarantors on Borrower or any of its Subsidiaries acquires ownership rights at any time after the date hereof and Closing Date, promptly grant to mortgage or cause to be mortgaged such of the same to Agent Administrative Agent, for the ratable benefit of the Lenders Lenders, a Lien of record on all such owned real property and fixtures, upon terms reasonably satisfactory in substantially form and substance to the form Administrative Agent and in accordance with any applicable requirements of any Governmental Authority (including, without limitation, any appraisals of such property under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 which the Administrative Agent reasonably deems to be required by law); provided that (i) -------- nothing in this subsection 12.10(a) shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security InstrumentsDocuments which would attach or be perfected pursuant to the terms thereof without action by the Borrower, any of its Subsidiaries or any other Person and (ii) no such Lien shall be required to be granted as contemplated by this subsection 12.10(a) on any owned real property or fixtures the acquisition of which is financed, or is to be financed within any time period permitted by subsection 14.1, until such Indebtedness is repaid in full (and not refinanced as permitted by subsection 14.1) or, as applicablethe case may be, the Borrower determines not to proceed with such financing or refinancing. In connection with any such grant to the extent that Administrative Agent, for the Lenders shall at all times during the existence benefit of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) Lenders, of a Lien of record on any such real property in accordance with this subsection, the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of Borrower or such additional Oil and Gas Properties, they Subsidiary shall within a reasonable time thereafter, deliver or cause to be delivered to the Administrative Agent such mortgage and any surveys, title opinions insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Administrative Agent shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title information insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances). (b) With respect to any Person that, subsequent to the title Closing Date, becomes a Domestic Subsidiary or Foreign Subsidiary Holdco (other than to the extent that compliance with this subsection 12.10(b) would have an adverse tax consequence to the Borrower), promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Collateral Agreement as the Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien status on the Capital Stock of such Oil Subsidiary which is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event -------- shall more than 65% of the Capital Stock of any Foreign Subsidiary Holdco be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers executed and Gas Properties delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Collateral Agreement, in each case pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions reasonably deemed by the Administrative Agent to be necessary or reasonably advisable to cause the Lien created by the Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be necessary reasonably requested by the Administrative Agent. (c) With respect to maintain at all times any Person that, subsequent to the Closing Date, becomes a level Foreign Subsidiary and which has Capital Stock which is owned directly by the Borrower or a Domestic Subsidiary, promptly upon the request of such title information (showing good and defensible title) of not less than the Administrative Agent: (i) eighty percent (80%) of the Engineered Value of all Oil execute and Gas Properties mortgaged deliver to the Administrative Agent a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreement as the Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders Lenders, a Lien on the Capital Stock of such Subsidiary which is owned directly by the Company and Borrower or any of its Domestic Subsidiaries (provided that in -------- no event shall more than 65% of the Guarantors, taken as a whole, Capital Stock of any such Subsidiary be required to be so pledged) and (ii) thirty percent to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent any certificates (30%if any) representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Engineered Value of all Oil and Gas Properties mortgaged Borrower or such Domestic Subsidiary, as the case may be. (d) Notwithstanding anything to the Agent contrary contained herein, no Subsidiary of the Borrower shall be required to comply with the provisions of this subsection 12.10 until such date as either (i) the consolidated gross revenues of such Subsidiary and its Subsidiaries for the ratable benefit most recently completed period of four consecutive fiscal quarters or (ii) the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt consolidated assets of such noticeSubsidiary and its Subsidiaries, execute and deliverexceed $10,000,000 (it being understood that any Subsidiary which achieves such assets or revenues after the date hereof shall be deemed, for purposes of this subsection 12.10 only, to have been newly acquired by the Borrower on the date upon which such assets or cause to be executed and deliveredrevenues, Security Instruments in form and substance satisfactory to as the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%case may be, are achieved).

Additional Collateral. Borrowers agree to regularly monitor engineering data covering all producing oil and gas properties and interests owned or acquired by Borrowers At any time that Term Loans are outstanding, in connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the Guarantors on or after list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether either (i) the date hereof and to mortgage or cause to be mortgaged such Mortgaged Properties represent at least 80% of the same to Agent for the ratable benefit total value of the Lenders in substantially the form of the Security Instruments, as applicable, to the extent that the Lenders shall at all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers the Borrower and its Restricted Subsidiaries evaluated in the Guarantorsmost recently completed Reserve Report or (ii) as of the date of such redetermination, taken as a wholethe Term Loan Collateral Coverage Ratio shall be equal to or greater than 2.5 to 1.0, in each case after giving effect to exploration and production activities, acquisitions, dispositions and production. In addition, Borrowers agree the event that in connection with both (A) the mortgaging Mortgaged Properties represent less than 80% of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to total value of the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information the Borrower and its Restricted Subsidiaries evaluated in the most recently completed Reserve Report and (showing good and defensible titleB) of not the Term Loan Collateral Coverage Ratio is less than 2.5 to 1.0, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within ninety (i90) eighty percent (80%) days of the Engineered Value delivery of all Oil and Gas Properties mortgaged the certificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the ratable benefit of the Lenders Indebtedness a first-priority Lien interest (subject to Liens permitted by the Company and the Guarantors, taken as a whole, and (iiSection 9.03 which may attach to Mortgaged Property) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, on additional Oil and Gas Properties from time of the Borrower and its Restricted Subsidiaries not already subject to time. Upon receipt a Lien of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments such that after giving effect thereto, either (x) the Mortgaged Properties are equal to or greater than 14757977 80% of the total value of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries evaluated in such Reserve Report or (y) the Term Loan Collateral Coverage Ratio 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, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent covering or its designee and in sufficient additional 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 to bring the coverage to at least 80%and such Restricted Subsidiary is not a Guarantor, it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral. Borrowers agree (i) Subject to regularly monitor engineering data covering the limitations set forth or referenced in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, the Issuer and each Guarantor will cause the issued and outstanding Capital Stock (other than Excluded Capital Stock) of each Subsidiary directly owned by the Issuer or any Guarantor to be subject at all producing oil times to a first priority (subject to the Intercreditor Agreement and gas properties to other Permitted Liens), perfected Lien in favor of the Notes Collateral Agent pursuant to the terms and interests owned or acquired by Borrowers conditions of this Indenture and the Guarantors on other Collateral Documents. (ii) Subject to the limitations set forth or after referenced in this Indenture, applicable law and any exceptions set forth in the date hereof Collateral Documents, the Issuer and each Guarantor will cause, except with respect to mortgage intercompany Indebtedness, all evidences of Indebtedness for borrowed money that is owing to the Issuer or any Guarantor to be evidenced by a duly executed promissory note and pledged and delivered to the Notes Collateral Agent under the Security Agreement and accompanied by instruments of transfer with respect thereto endorsed in blank. (iii) Each of the Issuer and each Guarantor agrees that all Indebtedness of the Issuer and each of its Subsidiaries that is owing to the Issuer or any Guarantor shall be evidenced by an intercompany note, which promissory note shall be required to be pledged and delivered to the Notes Collateral Agent under the Security Agreement and accompanied by instruments of transfer with respect thereto endorsed in blank. (b) In furtherance of Section 4.16(b) hereof, but subject to the limitations set forth or referenced in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, and without limiting the foregoing, the Issuer and each Guarantor will execute and deliver to the Notes Collateral Agent such documents, agreements and instruments, and will take or cause to be mortgaged taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries, as applicable (including the delivery of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security InstrumentsReal Property Collateral Requirements), as applicable, to the extent that the Lenders shall at all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties as which may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a whole, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of law or which the Notes Collateral Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledgemay, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt , reasonably request to carry out the terms and conditions of any such notice from this Indenture and the Agent, Borrowers shall, within thirty (30) days other Collateral Documents and to ensure perfection and priority of receipt of such notice, execute and deliver, the Liens created or cause intended to be executed created by the Collateral Documents, all at the expense of the Issuer and delivered, Security Instruments in form and substance satisfactory the Guarantors. (c) Subject to the limitations set forth or referred to in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, if any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Issuer or any Guarantor after the Issue Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien in favor of the Notes Collateral Agent covering sufficient additional Oil upon acquisition thereof), the Issuer will, as soon as reasonably practicable, notify the Notes Collateral Agent in writing thereof, and Gas Properties the Issuer or such Guarantor will cause such assets to bring be subjected to a Lien securing the coverage Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Notes Collateral Agent to grant and perfect such Liens, including actions described in paragraph (b) of this Section 13.13, all at least 80%the expense of the Issuer and the Guarantors. (d) [Reserved]. (e) Notwithstanding anything to the contrary contained herein, the Issuer and the Guarantors shall not be required to include as Collateral any Excluded Assets.

Additional Collateral. Borrowers agree to regularly monitor engineering data covering all producing oil and gas properties and interests owned or acquired by Borrowers and In the Guarantors on or after the date hereof and to mortgage or cause to be mortgaged such of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instrumentsevent that BSL Holdings-T, as applicableLLC forms any Unencumbered Loans SPV, to the extent that the Lenders then BSL Holdings-T, LLC shall at all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantorspromptly, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a whole, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall but in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within event later than thirty (30) days of receipt following the formation of such noticeUnencumbered Loan SPV (and prior to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and execute and deliver, or cause to be executed and delivered, Security Instruments all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in form and substance satisfactory blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent covering sufficient additional Oil shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and Gas Properties execute and deliver, or cause to bring be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the coverage Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to at least 80%the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Liens.

Additional Collateral. Borrowers agree (i) Subject to regularly monitor engineering data covering all producing oil and gas properties and interests owned applicable law, each Loan Party will cause any domestic Subsidiaries formed or acquired by Borrowers and the Guarantors on or after the date hereof of this Agreement (other than any Excluded Subsidiary) to become a guarantor of the Obligations (including, without limitation, any Prepayment Premium) by executing a joinder to this Agreement, and to mortgage or cause to be mortgaged such of the same to Agent for the ratable benefit of the Lenders in substantially the form of the Security Instruments, as applicable, grant first priority Liens to the extent that the Lenders shall at Lender in all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging Collateral of such additional Oil Subsidiary pursuant to Collateral Documents in form and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered substance reasonably satisfactory to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a whole, and Lender; (ii) thirty percent (30%) of without limiting the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverageforegoing, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, each Loan Party will execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to the Agent covering sufficient additional Oil Lender such documents, agreements and Gas Properties instruments, and will take or cause to bring be taken such further actions (including the coverage filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which the Lender may, from time to time, reasonably request, to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority (subject to Permitted Liens) of the Liens created or intended to be created by the Collateral Documents, all at least 80%the expense of the Loan Parties to the extent provided in Section 9.03; and (iii) subject to any applicable thresholds or limitations in the Collateral Documents, if any material assets (including any real property or improvements to such property or any interest in such property) are acquired by any Loan Party outside the ordinary course of business after the date of this Agreement (other than assets constituting Collateral that become subject to the Lien in favor of the Lender pursuant to the Collateral Documents upon acquisition thereof or specifically excluded collateral), the Loan Parties will (1) notify the Lender thereof and, if reasonably requested by the Lender, cause such assets to be subjected to a Lien securing the Obligations (including, without limitation, any Prepayment Premium) and (2) take, and cause each Subsidiary to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in clause (iii) of this Section, all at the expense of the Borrowers to the extent provided in Section 9.03.

Additional Collateral. Borrowers agree (a) The Borrower shall have the right subject to regularly monitor engineering data covering all producing oil the terms hereof to add to the Collateral any other Real Estate that is owned by the Borrower and gas properties which is not security for any other Indebtedness. Such addition shall be completed by the execution and interests owned delivery to the Agent of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such Collateral shall not increase the Designated Collateral Value or acquired by Borrowers and the Guarantors on or after the date hereof and to mortgage or cause amounts available to be mortgaged such borrowed by the Borrower unless each of the same to Agent for following conditions shall be satisfied: (i) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default has occurred or would occur if such asset were included within the ratable benefit of Collateral; (iii) the Lenders in substantially the form of the Security Instruments, as applicable, to the extent that the Lenders Borrower shall at all times during the existence of the Commitment be secured by perfected Liens have executed and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and all Eligible Real Estate Qualification Documents or other title information with respect to the title and Lien status of such Oil and Gas Properties instruments, documents, or agreements, including Uniform Commercial Code financing statements, as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as shall deem necessary or desirable to perfect a whole, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledgefirst priority security interest in, or cause to lien on, such Collateral, all of which instruments, documents or agreements shall be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to the Agent covering sufficient in its sole discretion; and (iv) the Agent, on behalf of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of all of the Banks to grant or withhold their consent to the acceptance of additional Oil Collateral under this Section 5.4 shall be based entirely on such factors as the Majority Banks deem relevant in their sole discretion, including, without limitation, those enumerated in clauses (i) through (iv) hereinabove, and Gas Properties such consent may be granted or withheld solely at the discretion of the Majority Banks; provided, however, that if the such Real Estate is a Stabilized Property, acceptance of such Real Estate shall be subject only to bring the coverage satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv). (b) In connection with each such addition, the Borrower shall pay to the Agent the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) of the Agent in connection with the addition of such Collateral. (c) In the event that the Borrower requests an advance as a result of the addition of Real Estate which is eligible to cause an increase in the Designated Collateral Values but the Appraisal for such Real Estate has not yet been received and approved pursuant to this Agreement, then notwithstanding the definition of the term "Designated Collateral Value", the Designated Collateral Value for such Real Estate shall equal seventy-five percent (75%) of the all-in acquisition cost (including reasonable closing costs) of such Real Estate until such time as the Appraised Value for such Real Estate is determined as provided herein, at least 80%which time the Designated Collateral Value for such Real Estate shall be determined as provided in the definition of such term. (d) In no event shall the acquisition cost of any Mortgaged Property exceed $40,000,000.00.

Additional Collateral. Borrowers agree (a) With respect to regularly monitor engineering data covering all producing oil and gas properties and interests owned any Assets (or any interest therein) acquired by Borrowers and the Guarantors on or after the date hereof and to mortgage Closing Date by any Borrower or cause to be mortgaged such any Subsidiary (other than the Excluded Subsidiaries) that are of a type covered by the Lien created by any of the same to Agent for the ratable benefit of the Lenders Loan Documents but which are not so subject, promptly (and in substantially the form of the Security Instruments, as applicable, to the extent that the Lenders shall at all times during the existence of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties as may be necessary to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a whole, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, event within thirty (30) days of receipt of such notice, after the acquisition thereof): (i) execute and deliver, or cause such Subsidiary (other than the Excluded Subsidiaries) to execute and deliver, to Bank such amendments to the relevant Loan Documents or such other documents as Bank shall deem necessary or advisable to grant to Bank a Lien on such Assets (or such interest therein), (ii) take all actions, or cause such Subsidiary (other than the Excluded Subsidiaries) to take all actions, necessary or advisable to cause such Lien to be executed duly perfected in accordance with all applicable law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by Bank, (iii) if requested by Bank, deliver to Bank legal opinions relating to the matters described in the immediately preceding clauses (i) and delivered(ii), Security Instruments which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to Bank, and (iv) if requested by Bank, deliver to Bank evidence of insurance as required by Section 6.5. (b) Without limiting the Agent covering sufficient additional Oil generality of Section 6.13(a), except as otherwise provided in Section 6.13(c), each Borrower shall pledge to Bank all of its right, title and Gas Properties interest in and to bring the coverage Capital Stock of each presently existing and hereafter acquired or formed Subsidiaries pursuant to at least 80a Stock Pledge Agreement, and such Borrower shall take such actions as Bank shall reasonably require to perfect its security interest in all such Capital Stock; provided that Borrowers shall not acquire or form any new Subsidiaries except as otherwise permitted under Section 7.8(b). (c) Notwithstanding Section 6.13(b), Borrowers shall only be required to pledge sixty-five percent (65%) of the Capital Stock of the Excluded Subsidiaries (except with respect to any Excluded Subsidiary that is treated as a disregarded entity under the I.R.C., Borrowers shall comply with Section 6.13(b) and this Section 6.13(c) shall not be applicable).

Additional Collateral. Borrowers agree to regularly monitor engineering data covering all producing oil (a) It is the intention of the parties hereto that the Obligations and gas guarantees thereof be secured by a perfected first priority security interest in the following properties and interests owned or acquired by Borrowers of the Borrower and the Eligible Guarantors (i) if the Total Reserve Value is less than $150,000,000, Oil and Gas Properties representing at least 85% of the PV-10 Value of the Oil and Gas Properties included in the most recently delivered Reserve Report, (ii) all of the gathering system assets, (iii) all accounts receivable, equipment, inventory, and intangibles and (iv) all of the Capital Stock of the Borrower and the Eligible Guarantors other than as set forth on or Schedule 5.19. Accordingly, with respect to assets acquired after the date hereof and to mortgage or cause Effective Date that are intended to be mortgaged such subject to the Lien created by any of the same Security Documents but which are not so subject (other than any assets described in paragraph (b) of this subsection), the Borrower and the Eligible Guarantors shall, from time to time (and, in any event, (x) within 30 days after the request by the Collateral Agent to do so and (y) with respect to Oil and Gas Properties, only to the extent necessary to ensure compliance with subsection 7.11), (A) execute and deliver to the Collateral Agent such amendments to the relevant Security Documents or such other documents as the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected, first priority Lien on such assets, (B) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Collateral Agent, and (C) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (A) and (B) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (b) With respect to any Person that, subsequent to the Effective Date, becomes a Subsidiary of the Borrower, promptly upon the request of the Collateral Agent: (i) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Collateral Agent, and (B) to take all actions reasonably necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent, (ii) cause the Capital Stock of such Person owned by the Borrower and any of the Eligible Guarantors to be pledged to the Collateral Agent, for the ratable benefit of the Lenders Lenders, pursuant to documentation reasonably satisfactory to the Collateral Agent, and take all actions reasonably necessary or advisable to cause the Lien thereon to be duly perfected in substantially accordance with all applicable Requirements of Law, and deliver the form certificates representing such Capital Stock to the Collateral Agent, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Security InstrumentsBorrower or such Eligible Guarantors, as applicablethe case may be and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any Oil and Gas Property acquired after the Effective Date by the Borrower or any Subsidiary, promptly (and in any event within 30 days after the acquisition thereof) but only to the extent that required to maintain compliance with subsection 7.11: (i) execute and deliver to the Lenders Collateral Agent such amendments to the relevant Security Documents or such other documents as the Collateral Agent shall at all times during deem reasonably necessary or advisable to grant to the existence Collateral Agent, for the benefit of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the GuarantorsLenders, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of on such Oil and Gas Properties Property; (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of mortgages, deeds of trust or like documents or financing statements in such jurisdictions as may be necessary requested by the Collateral Agent; and (iii) if requested by the Collateral Agent, deliver to maintain at all times a level of such title information (showing good and defensible title) of not less than the Collateral Agent legal opinions relating to the matters described in clauses (i) eighty percent and (80%ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) To the extent that motor vehicles subject to certificate of title statutes owned by the Borrower or any of the Engineered Value Eligible Guarantors have an aggregate value exceeding $2,000,000, the Collateral Agent may request, and the Borrower shall, and shall cause the Eligible Guarantors to, within 30 days of all Oil and Gas Properties mortgaged such request deliver each certificates of title applicable to such motor vehicles, duly endorsed by the Borrower or any of the Eligible Guarantors to permit the Collateral Agent to note its Lien for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a whole, and (ii) thirty percent (30%) on such certificates of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%title.

Additional Collateral. Borrowers agree (A) Within 60 days following the end of each fiscal quarter, commencing with June 30, 2012, the Company shall (i) notify the Collateral Agent in writing, at the sole cost and expense of the Company, if any Obligor acquires any assets with a Fair Market Value individually in excess of $500,000 that would constitute Collateral (other than real property, which shall be the subject of Section 9.04(B)) that are not otherwise automatically subject to regularly monitor engineering data covering all producing oil a perfected security interest under the Collateral Documents and gas properties and interests owned or acquired by Borrowers and (ii) to the Guarantors on or after extent applicable, shall within 60 days of delivery of the date hereof notice specified in the foregoing clause (i), and to mortgage the extent required hereunder and under the Collateral Documents, execute and deliver to the Collateral Agent such security agreement supplements and other documentation (in form and scope, and covering such additional Collateral on terms consistent with the Pledge and Security Agreement and other Collateral Documents in effect on the Issue Date, and take such additional actions as are necessary to create and fully perfect (except to the extent perfection is not required hereunder or cause to be mortgaged such thereunder)) in favor of the same to Collateral Agent for the ratable benefit of the Lenders Secured Parties a valid and enforceable security interest in substantially such Collateral, which shall be free of any other Liens except for Permitted Liens. Any security interest provided pursuant this Section 9.04(A) shall be accompanied by such Opinions of Counsel to the form Company as customarily given by counsel in the relevant jurisdiction. (B) If the Company or any Guarantor (i) owns, on the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 or (ii) acquires, after the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 (such interests in clause (i) and (ii) above, the “Premises”), then within 90 days of the Security InstrumentsIssue Date or the date of acquisition of such land and related improvements, as applicable, to the extent that such property does not constitute Excluded Assets: (i) the Lenders Company or such Guarantor shall at all times during deliver to the existence Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Commitment be secured Issue Date, the date of acquisition of such Premises or such later date specified above, as the case may be, duly executed by perfected Liens the Company or the applicable Guarantor, together with related Opinions of Counsel and security interests covering not less than eighty percent (80%) evidence of the Engineered Value completion of all producing Oil recordings and Gas Properties of Borrowers and the Guarantors, taken as a whole. In addition, Borrowers agree that in connection with the mortgaging filings of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered to the Agent such mortgage and title opinions and other title information with respect to the title and Lien status of such Oil and Gas Properties Mortgage as may be necessary to maintain at create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) the Company or such Guarantor shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the benefit of the Secured Parties, in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all times a level Liens, defects and encumbrances other than Permitted Liens; and (iii) the Company or such Guarantor shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such title information (showing good and defensible title) of not less than Premises, together with either (i) eighty percent (80%) an updated survey certification in favor of the Engineered Value of all Oil and Gas Properties mortgaged to Collateral Agent from the Agent for the ratable benefit applicable surveyor stating that, based on a visual inspection of the Lenders property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey; or (ii) an affidavit or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the Guarantorstitle insurer issuing the title policy to remove the standard survey exception from such policy and provide survey coverage to such policy. Notwithstanding anything herein to the contrary, taken the Trustee makes no representation as a wholeto the validity, and adequacy or sufficiency of the documents listed in clauses (i), (ii) thirty percent or (30%iii) of this Section 9.04(B) and assumes no responsibility for their correctness. For the Engineered Value avoidance of doubt, the Company and any Guarantor shall take all Oil and Gas Properties mortgaged necessary steps to grant a (x) senior Lien in favor of the Collateral Trustee on all assets that are or become collateral for any Existing Notes (in respect of which, such Liens shall be expressly subordinated to the Agent for the ratable benefit senior Lien in favor of the Lenders by GLEP. In order to assist Borrowers Collateral Trustee securing the Obligations under this Indenture), and on all assets that are or become collateral for any Credit Facility described in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine clause (2) of “Permitted Indebtedness” that the coverage required by this paragraph ever falls below 80%. Failure are not used in calculating Borrowing Base and (y) a junior Lien in favor of the Agent to notify Borrowers Collateral Trustee on all assets that are or become collateral for any Credit Facility described in clause (2) of any such deficiency shall “Permitted Indebtedness” that are used in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledgecalculating Borrowing Base, or cause in each case of (x) and (y), any Exchange Indebtedness or Refinancing Indebtedness in respect thereof, and pursuant to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, one or cause to be executed and delivered, Security Instruments more intercreditor agreements in form and substance satisfactory to the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%accordance with Section 4.16.

Additional Collateral. Borrowers agree At any time and from time to regularly monitor engineering data covering all producing oil time, the Company or any other Pledgor shall be required to or elects to grant to the Trustee a Security Interest in additional Collateral pursuant to the provisions of this Indenture (including without limitation Section 4.16 hereof) or the Security Documents, the Company and gas properties any such Pledgor shall comply with the provisions of this Section 11.05. The Company and interests owned any such Pledgor shall deliver to the Trustee the following documents: (a) an instrument or acquired by Borrowers and the Guarantors on or after the date hereof and to mortgage or cause to be mortgaged such of the same to Agent instruments in recordable form sufficient for the ratable benefit of the Lenders in substantially the form Lien of the Security Instruments, as applicable, Documents to cover the additional Collateral; (b) in the case of additional Collateral which constitutes personal property having a value in excess of $2,000,000: (1) an Opinion of Counsel stating that the Lien of the Security Documents constitutes a direct and valid and perfected Lien on such additional Collateral; (2) an Officers' Certificate of the Company stating that any specific exceptions to such Lien are Liens of the character which were permitted to be Prior Liens under the Security Documents with respect to the extent Collateral; and (3) evidence of payment or a closing statement indicating payments to be made by the applicable Pledgor of all filing fees, recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee (and any local counsel) that may be incurred to validly and effectively subject such personal property to the Lien of any applicable Security Document to perfect such Liens; (c) in the case of additional Collateral which constitutes Real Property: (1) a policy of title insurance (or a commitment to issue title insurance) insuring that the Lenders shall at all times during the existence Lien of the Commitment Security Documents constitutes a direct and valid and perfected mortgage Lien on such additional Collateral (subject to no Prior Liens other than Prior Liens which were permitted under the Security Documents with respect to the Collateral being replaced by such additional Collateral) in an aggregate amount equal to the Fair Market Value of such additional Collateral and containing the same endorsements in the title insurance policies provided to the Senior Bank Agent and contain only such exceptions to title as shall be secured by perfected Prior Liens and security interests covering not less than eighty percent (80%) such exceptions as are in title policies provided to the Senior Bank Agent in respect of the Engineered Value Senior Bank Debt; (2) an Officers' Certificate of all producing Oil and Gas Properties the Company stating that any specific exceptions to such title insurance or title opinion are Liens permitted to be on Collateral pursuant to the provisions of Borrowers and Section 4.21; (3) a survey with respect to such Real Property substantially in the Guarantorsform thereof, taken as a whole. In additionif any, Borrowers agree that delivered to the Senior Bank Agent in connection with the mortgaging of such additional Oil and Gas Properties, they shall within a reasonable time thereafter, deliver or cause to be delivered Lien granted to the Senior Bank Agent such mortgage and title opinions and other title information with respect to such Real Property; (4) a policy or certificate of insurance as required by any Mortgage relating to such Real Property, which policy or certificate shall bear mortgagee endorsements of the character required by such Mortgage; (5) evidence of payment or a closing statement indicating payments to be made by the applicable Pledgor of all title premiums, recording charges, transfer taxes and Lien status other costs and expenses including reasonable legal fees and disbursements of such Oil counsel for the Trustee (and Gas Properties as any local counsel) that may be necessary incurred to maintain at all times a level of validly and effectively subject such title information (showing good and defensible title) of not less than (i) eighty percent (80%) of the Engineered Value of all Oil and Gas Properties mortgaged Real Property to the Agent for the ratable benefit of the Lenders by the Company and the Guarantors, taken as a whole, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers Lien of any applicable Security Document to perfect such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments in form and substance satisfactory to the Agent covering sufficient additional Oil and Gas Properties to bring the coverage to at least 80%.Lien;

Additional Collateral. Borrowers agree (a) In the event that Borrower desires to regularly monitor engineering data covering use proceeds of the Loans or any Letter of Credit to directly or indirectly acquire Real Estate or any interest therein or to refinance indebtedness secured thereby, such Real Estate shall be required to become a Mortgaged Property as a condition thereto. No Real Estate shall be included as a Mortgaged Property unless and until the following conditions precedent shall have been satisfied: US_ACTIVE\121755035\V-6 (i) such Real Estate shall be Eligible Real Estate; (ii) if such Real Estate is owned by a Wholly-Owned Subsidiary of the Borrower, said Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (iii) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Real Estate shall have executed and delivered to the Agent all producing oil Guarantor Qualification Documents, all of which instruments, documents or agreements shall, to the extent required by this Agreement, be in form and gas properties substance reasonably satisfactory to the Agent; and (iv) after giving effect to the inclusion of such Eligible Real Estate, each of the representations and interests owned warranties made by or acquired on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of such Mortgaged Property with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by Borrowers the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing and the Guarantors Agent shall have received a certificate of the Borrower to such effect. For the avoidance of doubt, the delivery by Borrower to Agent of the Guarantor Qualification Documents or the Eligible Real Estate Qualification Documents shall not modify any representation, warranty or covenant in this Agreement or the other Loan Documents. (b) If such Real Estate is owned by a Wholly Owned Subsidiary of Borrower, then Borrower shall pledge to Agent 100% of the Equity Interests in the Wholly Owned Subsidiary owning or leasing the Real Estate pursuant to the Assignment of Interests and as provided in Schedule 5.3. (c) Borrower shall on or after before the date hereof that is ninety (90) days (unless extended in the Agent’s sole discretion, but in any case, not to exceed one hundred and twenty (120) days) following the date of acquisition of any Real Estate by Borrower or such Subsidiary which becomes a Mortgaged Property or following the disbursement of any proceeds of the Loan to mortgage or be used to refinance indebtedness secured thereby, cause to be mortgaged such executed and delivered to the Agent all Eligible Real Estate Qualification Documents, all of which to the same extent required by this Agreement, shall be in form and substance satisfactory to Agent Agent. (d) The Mortgage and Assignment of Leases and Rents for each Mortgaged Property shall be effective upon the ratable benefit delivery thereof, but shall not be recorded until the occurrence of an Event of Default (except with respect to 2▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and 612 W▇▇▇▇▇▇, for which the Lenders in substantially the form Mortgages, Assignments of the Security InstrumentsLeases and Rents, UCC financing statements and fixture filings shall be recorded and/or filed, as applicable, on or about the First Amendment Date). Upon the occurrence of an Event of Default, the Agent may, and upon the direction of the Required Lenders, shall, record the Mortgage and Assignment of Leases and Rents and file UCC financing statements and fixture filings with respect to the extent that Mortgaged Properties as deemed necessary by Agent in the Lenders shall at all times during US_ACTIVE\121755035\V-6 public records without any further action of or notice to the existence Borrower or any other party and without waiving such Event of the Commitment be secured by perfected Liens and security interests covering not less than eighty percent (80%) of the Engineered Value of all producing Oil and Gas Properties of Borrowers and the Guarantors, taken as a wholeDefault. In addition, Borrowers agree that in connection with the mortgaging of such additional Oil and Gas Properties, they Borrower shall within a reasonable time thereafter, promptly deliver or cause to be delivered to the Agent such mortgage and title further documents as may be reasonably requested by the Agent relating to such Real Estate, including without limitation, owner’s affidavits, updated legal opinions and other title information with respect copies of leases and such changes to the title Mortgage and Lien status Assignment of such Oil Leases and Gas Properties Rents as may be necessary or desirable to maintain at all times a level of such title information (showing good and defensible title) of not less than (i) eighty percent (80%) comply with changes in applicable law. In connection with the recording of the Engineered Value Mortgage and Assignment of Leases and Rents for any Mortgaged Property as provided herein, the Agent may obtain, at the Borrower’s sole cost and expense, a mortgagee’s title insurance policy with respect to each Mortgaged Property encumbered by such Mortgage and Assignment of Leases and Rents in such amount as is determined by the Agent. The Borrower shall upon demand pay the cost of any such mortgagee’s title insurance policy, the cost of any updated UCC searches, all Oil recording costs and Gas Properties mortgaged fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges which are demanded in connection with the recording of any of the Mortgages or Assignments of Leases and Rents. In addition, the Borrower shall pay within five (5) days after demand any and all costs, fees, intangible tax, documentary or mortgage tax, assessments or charges as are demanded by any governmental authority by reason of any Mortgage or Assignment of Leases and Rents to Agent prior to the recording of the same. In the event that the Borrower fails to pay such amounts as provided in this section, then the Banks may advance such amounts as are required to be paid as Loans hereunder, which Loans shall bear interest at the Default Rate. (e) Within ten (10) days of the Borrower acquiring, forming, holding or otherwise receiving or owning after the Closing Date any Equity Interest in a Subsidiary or Unconsolidated Affiliates (other than an Equity Interest in a Subsidiary that is covered by §5.4(a) or that is an Unpledgeable Interest), the Borrower shall cause to be delivered to the Agent for the ratable benefit each of the Lenders by the Company and the Guarantors, taken as a whole, and (ii) thirty percent (30%) of the Engineered Value of all Oil and Gas Properties mortgaged to the Agent for the ratable benefit of the Lenders by GLEP. In order to assist Borrowers in monitoring its mortgage coverage, Agent agrees to notify Borrowers if the Lenders determine that the coverage required by this paragraph ever falls below 80%. Failure of the Agent to notify Borrowers of any such deficiency shall in no way affect Borrowers' obligations under this Section 12(v) to monitor and pledge, or cause to be pledged, additional Oil and Gas Properties from time to time. Upon receipt of any such notice from the Agent, Borrowers shall, within thirty (30) days of receipt of such notice, execute and deliver, or cause to be executed and delivered, Security Instruments following in form and substance reasonably satisfactory to the Agent: (i) a supplement or amendment to the Assignment of Interests (or if no Assignment of Interests has been executed by the applicable party, then the Assignment of Interests) executed by the Borrower or the applicable Subsidiary, subjecting such Equity Interest (or interest therein) to the Lien of the Assignment of Interests; (ii) all original existing certificates, if any, representing shares of Equity Interests pledged pursuant to the Assignment of Interests, together with an undated stock or similar power for each such certificate executed in blank by a duly authorized officer of Borrower or such Subsidiary, together with an Acknowledgement substantially in the form of Exhibit G to the Assignment of Interests, duly executed by any issuer of such Equity Interest; (iii) all formation and organizational agreements relating to any Person to which such pledged Equity Interest relate as Agent covering sufficient additional Oil may reasonably require; (iv) results from a recent UCC lien search as to Borrower or the applicable Subsidiary in such jurisdictions as Agent may designate, which results shall be satisfactory to Agent; and Gas Properties to bring the coverage to at least 80%(v) such certified organizational documents, updated good standing certificates, resolutions, incumbency certificates, legal opinions and other documents as Agent may reasonably require.