Common use of Security Instruments Clause in Contracts

Security Instruments. (a) The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

Security Instruments. (a) The provisions of the Pledge and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesAdministrative Agent, the Lenders and the other secured parties, a legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in the pledged Collateral (as defined therein) and to the Collateral thereunder, proceeds thereof and (i) when all appropriate filings certificates, if any, representing or recordings constituting the pledged Collateral are made in delivered to the appropriate offices as may be required under applicable law Collateral Agent and (ii) upon the taking filing of possession or control by UCC-1 Financing Statements with the Collateral Agent secretary of such Collateral with respect to which state of each jurisdiction of formation for each of the debtors party thereto, the Pledge and Security Agreement shall constitute a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any first priority Acceptable Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the Loan Parties Obligors, as applicable, in such Collateralpledged Collateral and the proceeds thereof, in each case subject to no Excepted Liens. On the Closing Date, the Equity Interests listed on Schedule I to the Pledge and Security Agreement will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. The provisions of the Mortgages will be effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on (i) all of the right, title and interest of the Borrower and its Subsidiaries in the Mortgaged Property to the extent described therein and (ii) at least 80% of the total value of the Proved Reserves evaluated in the Initial Reserve Report. Once such Mortgages have been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the Mortgages will constitute perfected first liens on, and security interest in, such mortgaged property, subject to Excepted Liens. On the Closing Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions. No other than filings or recordings are required in order to perfect the applicable Permitted Collateral Lienssecurity interests created under any Security Instruments.

Security Instruments. (a) The Security Agreement is Mortgages are effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Liens Lien on all of the Borrower’s and each Guarantor’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof. The Mortgages (other than the Mortgages covering the Oil and Gas Properties of LRE Operating and Oil and Gas Properties of EROC), having been filed in the offices of the counties where such properties are located, constitute a fully perfected Lien on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent Borrower and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest each Guarantor in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 9.03. When the Mortgages covering the Oil and Gas Properties of LRE Operating and Oil and Gas Properties of EROC are filed in the offices of the counties where such Mortgage. (d) properties are located, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower and each Guarantor in the Mortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 9.03. When the Mortgages covering the Midstream Assets are filed in the offices of the countries where such Midstream Assets are located, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower and all of the Loan Parties’ Midstream Assets and the proceeds thereof, in each case prior and superior in right to any Person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 9.03. Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interests in, Lien on all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of each Loan Party executing the Loan Parties same in such Collateral, in each case subject and to no Liens other than all of the applicable Permitted Collateral Liensdescribed therein.

Security Instruments. (a) The Security Agreement is provisions of each of the Pledge Agreements delivered to the Administrative Agent are effective to create in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Liens on, security interest in the Pledged Collateral (as defined therein) and security interests in, the Security Agreement Collateral and, proceeds thereof and when (i) financing statements and other filings in appropriate form certificates, if any, representing or constituting the Pledged Collateral are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement)Administrative Agent, the Liens created by the Security Pledge Agreement shall constitute fully perfected Liens on, and security interests a first priority Acceptable Security Interest in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest pledgor party thereto in such Security Agreement Collateral)Pledged Collateral and the proceeds thereof, in each case subject to no Permitted Liens other than Permitted Collateral Liens. or and (bii) The Liens created by such upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation for each of the grantors party thereto, the Pledge Agreements shall constitute a first priority Acceptable Security Agreement constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the grantors thereunder applicable Credit Party in Patents such Pledged Collateral and the proceeds thereof, subject to Permitted Liens. (as defined b) On the Closing Date, the Equity Interests listed on Schedule I to each of the Pledge Agreements will constitute all the issued and outstanding Equity Interests in the Security Agreement) registered or applied for with Borrower, the United States Patent General Partner, the Limited Partners, and Trademark Office or Copyrights (as defined in the direct and indirect Subsidiaries of the Borrower; all such Security Agreement) registered or applied for with Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the United States Copyright Office, as relevant pledgor of said shares is the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks record and Copyrights acquired after the date hereofbeneficial owner of said shares. (c) Each Mortgage is The provisions of the Mortgages will be effective to create, in favor of grant to the Collateral Administrative Agent, for its benefit and the ratable benefit of the Secured PartiesLenders, legal, valid and enforceable first priority Liens on, and security interests in, mortgage liens on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties Borrower and its Subsidiaries in the Mortgaged Properties mortgaged property described therein. Once such Mortgages have been recorded in the appropriate recording office, the Mortgages will constitute perfected first liens on, and the proceeds thereofsecurity interest in, in each case prior and superior in right such mortgaged property, subject to any other Person, other than Liens permitted by such MortgagePermitted Liens. (d) Each Security Instrument delivered pursuant to Sections 8.05 On the Closing Date, all governmental actions and 8.09 willall other filings, upon execution recordings, registrations, third party consents and delivery thereof, be effective other actions which are necessary to create and perfect the Liens provided for in favor the Security Instruments will have been made, obtained and taken in all relevant jurisdictions (or are the subject of arrangements, satisfactory to the Collateral Administrative Agent, for to be made, obtained or taken on or promptly after the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate Closing Date). No other filings or recordings are made required in order to perfect the appropriate offices as may be required security interests created under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral LiensInstruments.

Security Instruments. (a) The provisions of the Pledge and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesAdministrative Agent, the Lenders and the other secured parties, a legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in the pledged Collateral (as defined therein) and to the Collateral thereunder, proceeds thereof and (i) when all appropriate filings certificates, if any, representing or recordings constituting the pledged Collateral are made in delivered to the appropriate offices as may be required under applicable law Collateral Agent and (ii) upon the taking filing of possession or control by UCC-1 Financing Statements with the Collateral Agent secretary of such Collateral with respect to which state of each jurisdiction of formation for each of the debtors party thereto, the Pledge and Security Agreement shall constitute a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any first priority Acceptable Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the Loan Parties Obligors, as applicable, in such Collateralpledged Collateral and the proceeds thereof, in each case subject to no Liens other than the applicable Permitted Collateral Excepted Liens. (b) On the Closing Date, the Equity Interests listed on Schedule I to the Pledge and Security Agreement will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The provisions of the Mortgages will be effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on (i) all of the right, title and interest of the Borrower and its Subsidiaries in the Mortgaged Property to the extent described therein and (ii) at least 80% of the total value of the Proved Reserves evaluated in the Initial Reserve Report. Once such Mortgages have been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the Mortgages will constitute perfected first liens on, and security interest in, such mortgaged property, subject to Excepted Liens. Third Amended and Restated Credit Agreement – Page 73 715347206 14464587 716874472 14464587 (d) On the Closing Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions. No other filings or recordings are required in order to perfect the security interests created under any Security Instruments.

Security Instruments. (a) The Security Agreement is provisions of each of the Pledge Agreements delivered to the Administrative Agent are effective to create in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Liens on, security interest in the Pledged Collateral (as defined therein) and security interests in, the Security Agreement Collateral and, proceeds thereof and when (i) financing statements and other filings in appropriate form certificates, if any, representing or constituting the Pledged Collateral are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement)Administrative Agent, the Liens created by the Security Pledge Agreement shall constitute fully perfected Liens on, and security interests a first priority Acceptable Security Interest in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest pledgor party thereto in such Security Agreement Collateral)Pledged Collateral and the proceeds thereof, in each case subject to no Permitted Liens other than Permitted Collateral Liens. or and (bii) The Liens created by such upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation for each of the grantors party thereto, the Pledge Agreements shall constitute a first priority Acceptable Security Agreement constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the grantors applicable Credit Party in such Pledged Collateral and the proceeds thereof, subject to Permitted Liens. (b) On the Closing Date, the Equity Interests listed on Schedule II to each of the Pledge Agreements will constitute all the issued and outstanding Equity Interests owned by the pledgors thereunder in Patents (as defined in the Security Agreement) registered or applied for with Borrower and the United States Patent General Partner; all such Equity Interests have been duly and Trademark Office or Copyrights (as defined in validly issued and are fully paid and nonassessable; and the relevant pledgor of such Security Agreement) registered or applied for with Equity Interests is the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks record and Copyrights acquired after the date hereofbeneficial owner thereof. (c) Each Mortgage is The provisions of the Mortgages will be effective to create, in favor of grant to the Collateral Administrative Agent, for its benefit and the ratable benefit of the Secured PartiesLenders, legal, valid and enforceable first priority Liens on, and security interests in, mortgage liens on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties Borrower and its Subsidiaries in the Mortgaged Properties mortgaged property described therein. Once such Mortgages have been recorded in the appropriate recording office, the Mortgages will constitute perfected first liens on, and the proceeds thereofsecurity interest in, in each case prior and superior in right such mortgaged property, subject to any other Person, other than Liens permitted by such MortgagePermitted Liens. (d) Each Security Instrument delivered pursuant to Sections 8.05 On the Closing Date, all governmental actions and 8.09 willall other filings, upon execution recordings, registrations, third party consents and delivery thereof, be effective other actions which are necessary to create and perfect the Liens provided for in favor the Security Instruments will have been made, obtained and taken in all relevant jurisdictions (or are the subject of arrangements, satisfactory to the Collateral Administrative Agent, for to be made, obtained or taken on or promptly after the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate Closing Date). No other filings or recordings are made required in order to perfect the appropriate offices as may be required security interests created under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral LiensInstruments.

Security Instruments. (a) The provisions of the Pledge and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesAdministrative Agent, the Lenders and the other secured parties, a legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in the pledged Collateral (as defined therein) and to the Collateral thereunder, proceeds thereof and (i) when all appropriate filings certificates, if any, representing or recordings constituting the pledged Collateral are made in delivered to the appropriate offices as may be required under applicable law Collateral Agent and (ii) upon the taking filing of possession or control by UCC-1 Financing Statements with the Collateral Agent secretary of such Collateral with respect to which state of each jurisdiction of formation for each of the debtors party thereto, the Pledge and Security Agreement shall constitute a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any first priority Acceptable Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the Loan Parties Obligors, as applicable, in such Collateralpledged Collateral and the proceeds thereof, in each case subject to no Liens other than the applicable Permitted Collateral Excepted Liens. (b) On the ClosingNinth Amendment Effective Date, the Equity Interests listed on Schedule I to the Pledge and Security Agreement will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower and any Joint Venture; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The provisions of the Mortgages will beare effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on (i) all of the right, title and interest of the Borrower and its Subsidiariesthe Guarantors in the Mortgaged Property to the extent described therein and (ii) at least 90% of the total value of the Proved Reserves evaluated in the Initial Reserve Report most recently delivered by the Borrower prior to the Ninth Amendment Effective Date. Once such Mortgages have been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the Mortgages will constitute perfected first liens on, and security interest in, such mortgaged propertyMortgaged Property, subject to Excepted Liens. (d) On the ClosingNinth Amendment Effective Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions. No other filings or recordings are required in order to perfect the security interests created under any Security Instruments.

Security Instruments. (a) The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not the central cash concentration account maintained at the Collateral Agent JPMorgan Chase Bank, N.A. and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateraljurisdiction), in each case subject to no Liens other than Permitted Collateral Liens. (b) The When the financing statements in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

Security Instruments. (a) The Security Agreement is provisions of each of the Second Pledge Agreements delivered to the Agent are effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Liens on, security interest in the Pledged Collateral (as defined therein) and security interests inproceeds thereof and upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation for each of the grantors party thereto, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement Second Pledge Agreements shall constitute fully perfected Liens on, and security interests in, an Acceptable Security Interest in all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest applicable Credit Party in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Pledged Collateral Liensand the proceeds thereof. (b) The Liens created by such Security Agreement On the Closing Date, the Equity Interests listed on Schedule I to each of the Second Pledge Agreements will constitute fully perfected Liens onall the issued and outstanding Equity Interests in the Borrower, the General Partner, the Limited Partners, and security interests inthe direct and indirect Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The provisions of each Second Mortgage will be effective to grant to the Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on all of the right, title and interest of the grantors thereunder in Patents (as defined Borrower and its Subsidiaries in the mortgaged property described therein. Once each such Second Mortgage has been recorded in the appropriate recording office, such Second Mortgage will constitute an Acceptable Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined Interest in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgagemortgaged property. (d) Each Security Instrument delivered pursuant to Sections 8.05 On the Closing Date, all governmental actions and 8.09 willall other filings, upon execution recordings, registrations, third party consents and delivery thereof, be effective other actions which are necessary to create and perfect the Liens provided for in favor the Subordinated Security Instruments will have been made, obtained and taken in all relevant jurisdictions (or are the subject of arrangements, satisfactory to the Collateral Agent, for to be made, obtained or taken on or promptly after the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate Closing Date). No other filings or recordings are made required in order to perfect the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Lienscreated under any Subordinated Security Instruments.

Security Instruments. (a) The Security Agreement is provisions of each of the Pledge Agreements delivered to the Administrative Agent are effective to create in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Liens on, security interest in the Pledged Collateral (as defined therein) and security interests in, the Security Agreement Collateral and, proceeds thereof and when (i) financing statements and other filings in appropriate form certificates, if any, representing or constituting the Pledged Collateral are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement)Administrative Agent, the Liens created by the Security Pledge Agreement shall constitute fully perfected Liens on, and security interests a first priority Acceptable Security Interest in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest pledgor party thereto in such Security Agreement Collateral)Pledged Collateral and the proceeds thereof, in each case subject to no Permitted Liens other than Permitted Collateral Liens. or and (bii) The Liens created by such upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation for each of the grantors party thereto, the Pledge Agreements shall constitute a first priority Acceptable Security Agreement constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the grantors thereunder applicable Credit Party in Patents such Pledged Collateral and the proceeds thereof, subject to Permitted Liens. (as defined b) On the Closing Date, the Equity Interests listed on Schedule I to each of the Pledge Agreements will constitute all the issued and outstanding Equity Interests in the Security Agreement) registered or applied for with Borrower, the United States Patent General Partner, the Limited Partners, and Trademark Office or Copyrights (as defined in the direct and indirect Subsidiaries of the Borrower; all such Security Agreement) registered or applied for with Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the United States Copyright Office, as relevant pledgor of said shares is the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks record and Copyrights acquired after the date hereofbeneficial owner of said shares. (c) Each Mortgage is The provisions of the Mortgages will be effective to create, in favor of grant to the Collateral Administrative Agent, for its benefit and the ratable benefit of the Secured PartiesLenders, legal, valid and enforceable first priority Liens on, and security interests in, mortgage liens on all of the Loan Parties’ right, title and interest in of the Borrower and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed its Subsidiaries in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, mortgaged property described therein. Once such Mortgages have been recorded in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09)appropriate recording office, the Mortgages shall will constitute fully perfected Liens first liens on, and security interests interest in, such mortgaged property, subject to Permitted Liens. (d) The provisions of each of the Security Agreements delivered to the Administrative Agent are effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein and proceeds thereof and, upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation for each of the grantors party thereto, the Security Agreement shall constitute a first priority Acceptable Security Interest in, all right, title and interest of the Loan Parties applicable Credit Party in the Mortgaged Properties such collateral and the proceeds thereof, in each case prior and superior in right subject to any other Person, other than Liens permitted by such MortgagePermitted Liens. (de) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 willOnce the Deposit Control Agreements have been executed, upon execution and delivery thereof, the provisions of each of the Deposit Control Agreements will be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in the collateral described therein and to the Collateral thereunder, proceeds thereof and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which shall constitute a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any first priority Acceptable Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the Loan Parties applicable Credit Party in such Collateralcollateral and the proceeds thereof, in each case subject to no Liens other than the applicable Permitted Collateral Liens. (f) On the Closing Date and except with respect to the Deposit Control Agreements until such Deposit Control Agreements have been executed, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions (or are the subject of arrangements, satisfactory to the Administrative Agent, to be made, obtained or taken on or promptly after the Closing Date). No other filings or recordings are required in order to perfect the security interests created under any Security Instruments.

Security Instruments. (a) The Security Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, legal, a valid and enforceable Liens onsecurity interest in substantially all of the Collateral described therein and proceeds thereof, subject, in the case of enforceability, to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and fair dealing. In the case of the pledged Equity Interests described in the Security Agreement, when the Administrative Agent obtains and maintains control of stock certificates representing such pledged Equity Interests, and security interests in, in the case of substantially all of the other Collateral (other than Oil and Gas Properties) described in the Security Agreement Collateral andAgreement, when (i) financing statements and other filings in appropriate form are or have been filed in the appropriate offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement)Account Control Agreements have been executed, the Liens created by the Security Agreement shall constitute fully a perfected Liens Lien on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such CollateralCollateral (other than Oil and Gas Properties) and the proceeds thereof to the extent a security interest can be perfected by filing or other action required thereunder as security for the Indebtedness, in each case, prior and superior in right to any other Person (except, in the case subject to no Liens of Collateral other than pledged Equity Interests, with respect to which the Administrative Agent has control, Liens permitted by Section 9.03). Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable Lien on the mortgaged properties described therein and proceeds thereof, subject, in the case of enforceability, to applicable Permitted Collateral Liens.bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and fair dealing, and when the Mortgages are or have been filed in the appropriate offices, each such Mortgage shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such properties and the proceeds thereof, as security for the Indebtedness, in each case, prior and superior in right to any other Person (except for Liens permitted by Section 9.03). 110

Security Instruments. (a) The provisions of the Pledge and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesAdministrative Agent, the Lenders and the other secured parties, a legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in the pledged Collateral (as defined therein) and to the Collateral thereunder, proceeds thereof and (i) when all appropriate filings certificates, if any, representing or recordings constituting the pledged Collateral are made in delivered to the appropriate offices as may be required under applicable law Collateral Agent and (ii) upon the taking filing of possession or control by UCC-1 Financing Statements with the Collateral Agent secretary of such Collateral with respect to which state of each jurisdiction of formation for each of the debtors party thereto, the Pledge and Security Agreement shall constitute a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any first priority Acceptable Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the Loan Parties Obligors, as applicable, in such Collateralpledged Collateral and the proceeds thereof, in each case subject to no Liens other than the applicable Permitted Collateral Excepted Liens. (b) On the Closing Date, the Equity Interests listed on Schedule I to the Pledge and Security Agreement will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The provisions of the Mortgages will be effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on (i) all of the right, title and interest of the Borrower and its Subsidiaries in the Mortgaged Property to the extent described therein and (ii) at least 80% of the total value of the Proved Reserves evaluated in the Initial Reserve Report. Once such Mortgages have been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the Mortgages will constitute perfected first liens on, and security interest in, such mortgaged property, subject to Excepted Liens. Third Amended and Restated Credit Agreement – Page 73 715347206 14464587 (d) On the Closing Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions. No other filings or recordings are required in order to perfect the security interests created under any Security Instruments.

Security Instruments. If at any time, the ratings established by either S&P or ▇▇▇▇▇'▇ for the Index Debt are reduced to a category or level (aas established in accordance with the terms of this Agreement) The below the applicable Security Agreement is effective Threshold Rating Level, the Borrower will, and will cause each of its Subsidiaries (as applicable) to, at the Borrower's expense, execute and deliver to create in favor of the Collateral Administrative Agent for the benefit of the Secured PartiesLenders, legal, valid on or prior to twenty (20) days following the reduction of either of the ratings for the Index Debt to a category or level below the applicable Security Threshold Rating Level (or on or prior to such other date as may be agreed to in writing by the Borrower and enforceable Liens onthe Required Lenders), and at such other times as the Required Lenders shall request, one or more Security Instruments, in form and substance satisfactory to the Administrative Agent, and in such number of counterparts as the Administrative Agent or the Collateral Agent shall request, for the purpose and with the effect of granting to the Collateral Agent as security interests infor the indebtedness, obligations and liabilities of the Security Agreement Borrower and its Subsidiaries described in the Intercreditor Agreement, a valid first and prior Lien on such assets and property of the Borrower and its Material Subsidiaries as the Required Lenders may require, together with such other executed documentation as the Administrative Agent or any Lender may require or deem necessary to perfect or protect the Collateral andAgent's Liens on such assets and properties of the Borrower and its Subsidiaries, when including, without limitation, (i) financing statements and other filings in appropriate form are filed in under the offices specified on Schedule 7 to the Perfection Certificate and Uniform Commercial Code, (ii) upon all intellectual property assignments for all intellectual property registered in the taking United States of America, (iii) all Collateral the possession or control by of which is necessary to perfect the Collateral Agent Liens therein, (iv) all other applicable documentation under the laws of the Security Agreement Collateral any jurisdiction required with respect to which a security interest may be perfected only by possession the creation, perfection and protection of Liens, (v) all third-party or control (which possession or control shall be given to governmental approvals and consents required for the pledge of the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by under the Security Agreement shall constitute fully perfected Liens onInstruments, and security interests in(vi) opinions of counsel (including, all rightwithout limitation, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collaterallocal counsel), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, form and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and substance satisfactory to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Administrative Agent, and when covering such matters as the Mortgages are filed in Administrative Agent or the offices specified on Schedule 8(a) Required Lenders shall reasonably request. Notwithstanding the foregoing or anything else to the Perfection Certificate dated contrary contained herein, the Original Closing Date assets and property of the Borrower and its Subsidiaries on which Liens have been (oror will be) granted to secure the indebtedness, obligations and liabilities of the Borrower and such Subsidiaries described in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.096.01(i), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (dj) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (in) when all appropriate filings shall not be included as Collateral for purposes of this Section 5.10 (including, without limitation, such assets and property separately identified in writing by the Borrower or recordings are made in the appropriate offices Subsidiary as reasonably necessary to secure such indebtedness, obligations and liabilities that may be required incurred by the Borrower or such Subsidiary under applicable law Sections 6.01(i), (j) and (iin)) upon the taking of possession for as long as such assets and property continue to secure (or control by the Collateral Agent of be separately identified as reasonably necessary to secure) such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument)indebtedness, such Security Instrument will constitute fully perfected Liens on, obligations and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liensliabilities."

Security Instruments. (a) The Security This Agreement is effective to create in favor of the Collateral Administrative Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Liens on, and security interests in, Lien on the Security Agreement Collateral and, when (i) when UCC financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate Annex 5 and (ii) upon the taking of possession or control Control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control Control (which possession or control Control shall be given to the Collateral Administrative Agent to the extent possession or control Control by the Collateral Administrative Agent is required by each Security this Agreement), the Liens Lien created by the Security this Agreement shall constitute a fully perfected Liens on, and security interests in, Lien on all right, title and interest of the grantors Debtors in the Security Agreement Collateral (other than deposit accounts that are not maintained at Collateral, to the Collateral Agent extent such Lien can be created and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral)UCC, in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens When an Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office, the Lien created by such Security this Agreement shall constitute fully a perfected Liens on, and security interests in, Lien on all right, title and interest of the grantors applicable Debtor thereunder in Patents (as defined in the Security Agreement) Intellectual Property owned by it at such time which is registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument Document delivered pursuant to Sections 8.05 and 8.09 Section 6.01 or 6.02, as applicable, of the Credit Agreement will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interests in, Lien on all of the Loan PartiesDebtors’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) law, or upon the taking of possession or control Control by the Collateral Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Control, the Collateral Agent to the extent required Lien created by any Security Instrument), such Security Instrument Document will constitute a fully perfected Liens on, and security interests in, Lien on all right, title and interest of the Loan Parties Debtors in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

Security Instruments. (a) The Security Agreement is provisions of each of the Second Pledge Agreements delivered to the Agent are effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Liens on, security interest in the Pledged Collateral (as defined therein) and security interests inproceeds thereof and upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation for each of the grantors party thereto, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement Second Pledge Agreements shall constitute fully perfected Liens on, and security interests in, an Acceptable Security Interest in all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest applicable Credit Party in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Pledged Collateral Liensand the proceeds thereof. (b) On the Closing Date, the Equity Interests listed on Schedule I to each of the Second Pledge Agreements will constitute all the issued and outstanding Equity Interests in the Borrower, the General Partner, the Limited Partners, and the direct and indirect Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The Liens created by provisions of each Second Mortgage will be effective to grant to the Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on all of the right, title and interest of the Borrower and its Subsidiaries in the mortgaged property described therein. Once each such Second Mortgage has been recorded in the appropriate recording office, such Second Mortgage will constitute an Acceptable Security Interest in such mortgaged property. (d) The provisions of each Second Security Agreement delivered to the Agent are effective to create in favor of the Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein and proceeds thereof and, upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation for each of the grantors party thereto, each Second Security Agreement shall constitute fully perfected Liens on, and security interests in, an Acceptable Security Interest in all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined applicable Credit Party in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder collateral and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (de) Each Security Instrument delivered pursuant to Sections 8.05 On the Closing Date all governmental actions and 8.09 willall other filings, upon execution recordings, registrations, third party consents and delivery thereof, be effective other actions which are necessary to create and perfect the Liens provided for in favor the Subordinated Security Instruments will have been made, obtained and taken in all relevant jurisdictions (or are the subject of arrangements, satisfactory to the Collateral Agent, for to be made, obtained or taken on or promptly after the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate Closing Date). No other filings or recordings are made required in order to perfect the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Lienscreated under any Subordinated Security Instruments.

Security Instruments. (a) The provisions of the Pledge and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Administrative Agent, the Lenders and the other Secured Parties, a legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in the pledged Collateral (as defined therein) and to the Collateral thereunder, proceeds thereof and (i) when all appropriate filings certificates, if any, representing or recordings constituting the pledged Collateral are made in delivered to the appropriate offices as may be required under applicable law Collateral Agent and (ii) upon the taking filing of possession or control by UCC-1 Financing Statements with the Collateral Agent secretary of such Collateral with respect to which state of each jurisdiction of formation for each of the debtors party thereto, the Pledge and Security Agreement shall constitute a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any first priority Acceptable Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the Loan Parties Obligors, as applicable, in such Collateralpledged Collateral and the proceeds thereof, in each case subject to no Liens other than the applicable Permitted Collateral Excepted Liens. (b) On the Twelfth Amendment Effective Date, the Equity Interests listed on Schedule I to the Pledge and Security Agreement will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower and any Joint Venture; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The provisions of the Mortgages are effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on all of the right, title and interest of the Borrower and the Guarantors in the Mortgaged Property to the extent described therein. Once such Mortgages have been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the Mortgages will constitute perfected first liens on, and security interest in, such Mortgaged Property, subject to Excepted Liens. (d) On the Twelfth Amendment Effective Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions that are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions. No other filings or recordings are required in order to perfect the security interests created under any Security Instruments.

Security Instruments. (a) The Security Agreement is effective to create in favor provisions of each of the Collateral Agent for the benefit of the Secured Parties, legal, valid Pledge and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 Agreements delivered to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesAdministrative Agent and the Lenders, a legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in the Pledged Collateral (as defined therein) and to the Collateral thereunder, proceeds thereof and (i) when all appropriate filings certificates, if any, representing or recordings constituting the Pledged Collateral are made in delivered to the appropriate offices as may be required under applicable law Collateral Agent and (ii) upon the taking filing of possession or control by UCC-1 Financing Statements with the Collateral Agent secretary of such Collateral with respect to which state of each jurisdiction of formation for each of the debtors party thereto, the Pledge and Security Agreements shall constitute a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any first priority Acceptable Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests Interest in, all right, title and interest of the Loan Parties Borrower and Guarantors, as applicable, in such CollateralPledged Collateral and the proceeds thereof, in each case subject to no Liens other than the applicable Permitted Collateral Excepted Liens. (b) On the Closing Date, the Equity Interests listed on Schedule I to each of the Pledge and Security Agreements will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The provisions of the Mortgages will be effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on (i) all of the right, title and interest of the Borrower and its Subsidiaries in the mortgaged property to the extent described therein and (ii) at least 85% of the total value of the Proved Developed Producing Reserves and Proved Developed Nonproducing Reserves located in the State of Alabama evaluated in the Initial Reserve Report. Once such Mortgages have been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the Mortgages will constitute perfected first liens on, and security interest in, such mortgaged property, subject to Excepted Liens. (d) On the Closing Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions. No other filings or recordings are required in order to perfect the security interests created under any Security Instruments.

Security Instruments. (a) The Security To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Issuer and the Guarantors in respect of the Notes and this Indenture (including the Guarantees thereof), the Issuer and the Guarantors shall, on the Issue Date: (1) enter into the Intercreditor Agreement is effective and deliver to the Collateral Trustee all certificates representing Capital Stock and other instruments and documents required thereunder; (2) file, register or record all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law to be filed, registered or recorded to create the Liens intended to be created by the Security Instruments and to perfect such Liens to the extent required by, and with the priority required by, the Security Instruments or this Indenture; and (3) enter into such Security Instruments creating Liens on all interests in Property owned by the Issuer or any Guarantor that are subject to any Lien securing the Senior Priority Lien Debt. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture, the Intercreditor Agreement or any Security Instrument, (1) any mortgages (and any related Security Instruments) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing Senior Priority Lien Debt on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than twenty (20) days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions), (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing Senior Priority Lien Debt on the Issue Date shall be entered into as soon as commercially reasonable following the Issue Date, but in no event later than twenty (20) days following the Issue Date, and (3) within 20 days of the Issue Date, the Issuer shall have provided the Trustee with title information setting forth the status of title to at least 95% of the Minimum Mortgaged Value. (c) On or after the Issue Date, the Issuer and the Guarantors shall enter into additional Security Instruments and take or cause to be taken all such actions as may be required pursuant to this Indenture, the Intercreditor Agreement or under any Security Instruments to create, perfect and maintain, as security for the obligations of the Issuer and the Guarantors in respect of the Notes, this Indenture (including the Guarantees) and the Security Instruments, a valid and enforceable perfected Priority Lien and security interest (subject to the Intercreditor Agreement and Permitted Prior Liens) in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Instruments in all respects) in favor of the Collateral Agent Trustee for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Instrument delivered pursuant Instruments entered into on the Issue Date or from time to Sections 8.05 time thereafter (including the provisions providing for the possession, use, release and 8.09 willforeclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, upon execution the Security Instruments and delivery thereofthe Intercreditor Agreement, be effective and authorizes and directs the Trustee and the Collateral Trustee to create execute and deliver the Security Instruments, as applicable, and any documents relating thereto, in favor each case on behalf of such Holder and without any further consent. (e) In the event that security interests in any of the Collateral Agentare not created as of the Issue Date, the Issuer and the Guarantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Instruments, the Collateral as now or hereafter constituted shall be for the benefit of all the Secured PartiesHolders, legalthe Collateral Trustee, valid the Trustee and enforceable Liens on, the other secured parties described in the Security Instruments and security interests in, all that the Lien granted in the Security Instruments relating to the Notes in respect of the Loan Parties’ rightTrustee, title and interest in and to the Collateral thereunderTrustee, the Holders and (i) when such other secured parties is subject to and qualified and limited in all appropriate filings or recordings are made in respects by the appropriate offices as Security Instruments and actions that may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Lienstaken thereunder.

Security Instruments. (a) The Security This Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Liens on, and security interests in, Lien on the Security Agreement Collateral and, when (i) when UCC financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate Annex 5 and (ii) upon the taking of possession or control Control by the Collateral Agent (or by the Senior Representative in accordance with the applicable provisions of the Security Agreement Intercreditor Agreement) of the Collateral with respect to which a security interest may be perfected only by possession or control Control (which possession or control Control shall be given to the Collateral Agent (or to the Senior Representative in accordance with the applicable provisions of the Intercreditor Agreement) to the extent possession or control Control by the Collateral Agent is required by each Security this Agreement), the Liens Lien created by the Security this Agreement shall constitute a fully perfected Liens on, and security interests in, Lien on all right, title and interest of the grantors Debtors in the Security Agreement Collateral (other than deposit accounts that are not maintained at Collateral, to the Collateral Agent extent such Lien can be created and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest in such Security Agreement Collateral)UCC, in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens When an Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office or the United States Copyright Office, the Lien created by such Security this Agreement shall constitute fully a perfected Liens on, and security interests in, Lien on all right, title and interest of the grantors applicable Debtor thereunder in Patents (as defined in the Security Agreement) Intellectual Property owned by it at such time which is registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 Section 3.01, 5.14 or 5.16, as applicable, of the Credit Agreement will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interests in, Lien on all of the Loan PartiesDebtors’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) law, or upon the taking of possession or control Control by the Collateral Agent (or by the Senior Representative in accordance with the applicable provisions of such the Intercreditor Agreement) of Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Control, the Collateral Agent to the extent required Lien created by any Security Instrument), such Security Instrument Document will constitute a fully perfected Liens on, and security interests in, Lien on all right, title and interest of the Loan Parties Debtors in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

Security Instruments. (a) The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule Sched- ule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control con- trol (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute consti- tute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected per- fected security interest in such Security Agreement Collateral), in each case subject to no Liens other than Permitted Collateral Liens. (b) The Liens created by such Security Agreement constitute fully perfected Liens on, and security interests in- terests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered reg- istered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject sub- ject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit bene- fit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage. (d) Each Security Instrument delivered pursuant to Sections 8.05 and 8.09 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

Security Instruments. (a) The Security Agreement is provisions of each of the Pledge Agreements delivered to the Administrative Agent are effective to create in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Liens on, security interest in the Pledged Collateral (as defined therein) and security interests in, the Security Agreement Collateral and, when proceeds thereof and (i) financing statements and other filings in appropriate form when certificates, if any, representing or constituting the Pledged Collateral are filed in the offices specified on Schedule 7 delivered to the Perfection Certificate Administrative Agent and (ii) upon the taking filing of possession or control by UCC-1 Financing Statements with the Collateral Agent secretary of state of each jurisdiction of formation for each of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement)debtors party thereto, the Liens created by the Security Agreement Pledge Agreements shall constitute fully perfected Liens on, and security interests a first priority Acceptable Security Interest in, all right, title and interest of the grantors in the Security Agreement Collateral (other than deposit accounts that are not maintained at the Collateral Agent Borrower and such Security Agreement Collateral in which a security interest cannot be perfected under the UCC Guarantors, as in effect at the relevant time in the relevant jurisdiction to the extent the terms of any Loan Document require the Collateral Agent to have a perfected security interest applicable, in such Security Agreement Collateral)Pledged Collateral and the proceeds thereof, in each case subject to no Liens other than Permitted Collateral Excepted Liens. (b) On the Closing Date, the Equity Interests listed on Schedule I to each of the Pledge Agreements will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. (c) The Liens created by such Security Agreement constitute fully perfected Liens onprovisions of the Mortgages will be effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and security interests in, enforceable mortgage liens on all of the right, title and interest of the grantors thereunder in Patents (as defined Borrower and its Subsidiaries in the Security Agreement) registered or applied for mortgaged property to the extent described therein. Once such Mortgages have been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Collateral Liens; provided, however, that additional filings may be required to perfect such Liens in any Patents, Trademarks and Copyrights acquired after the date hereof. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable Mortgages will constitute perfected first priority Liens liens on, and security interests interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereofsuch mortgaged property, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Original Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 8.05 and 8.09, when such Mortgage is filed in the applicable offices in accordance with the provisions of Sections 8.05 and 8.09), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such MortgageExcepted Liens. (d) Each Security Instrument delivered pursuant to Sections 8.05 On the Closing Date, all governmental actions and 8.09 willall other filings, upon execution recordings, registrations, third party consents and delivery thereof, be effective other actions which are necessary to create and perfect the Liens provided for in favor of the Collateral AgentSecurity Instruments will have been made, for the benefit of the Secured Parties, legal, valid obtained and enforceable Liens on, and security interests in, taken in all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate relevant jurisdictions. No other filings or recordings are made required in order to perfect the appropriate offices as may be required security interests created under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Instrument), such Security Instrument will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral LiensInstruments.