Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, within sixty (60) days following the delivery of such Reserve Report, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of created by the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (bi) The Each Loan Party other than the Borrower shall promptly will, and will cause each Subsidiary of its Subsidiaries to guarantee unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to a guaranty agreement in form the Guaranty Agreement and substance reasonably acceptable (ii) each Loan Party will, and will cause each of its Subsidiaries to, grant to the LendersAdministrative Agent, pursuant to this Agreement or the Guaranty Agreement, as applicable, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Subsidiary of the Borrower. In connection with any such guarantytherewith, the Borrower shallwill, and will cause each Subsidiary, to promptly, but in any event within 10 days after the creation or shall cause such Subsidiary to: acquisition thereof (or other similar event), (A) execute and deliver such guaranty agreementan amendment or a supplement to the Guaranty Agreement as required by the Administrative Agent, (B) pledge all of the Equity Interests of such each Subsidiary (including, without limitation, including delivery of original stock or equity certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at and will cause its Subsidiaries to promptly execute and deliver to the Administrative Agent all times such other documents and instruments reasonably requested by the Administrative Agent to cause substantially all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of created by the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base and, as applicable, Conforming Borrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementDomestic Subsidiary, (Bii) pledge all of the Equity Interests of such Domestic Subsidiary (including, without limitation, delivery of original stock certificates or other certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary other than a Foreign Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). Upon any transfer of any Oil and Gas Properties listed in Schedule 7.17 to the Borrower or any Guarantor, the Borrower shall, and cause such Guarantor to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on such additional Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementDomestic Subsidiary, (Bii) pledge all of the Equity Interests of such Domestic Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all In the event that any Domestic Subsidiary becomes the owner of the Properties of a Foreign Subsidiary, then the Borrower and each shall promptly cause such Domestic Subsidiary to (i) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All of Any Person that must guarantee the issued and outstanding Equity Interests of Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(C) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at all times be pledged any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent pursuant of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the 2002 Senior Subordinated Notes, such Person shall be released from its guarantee obligations with respect to the Pledge Agreement (other than any Equity Interests that may be issued pursuant Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to the Warrant Agreement)reasonably evidence such release.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 9.12(c)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value as determined by the Administrative Agent, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days after delivery of the certificate required under Section 9.12(c), to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on Obligations Security Instruments covering additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , promptly, but in any event no later than 15 days after the formation or acquisition (Aor other similar event) of such Subsidiary to, execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) a supplement executed by such Subsidiary to the Security Agreement executed by the Borrower on the Effective Date, a pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether all the Mortgaged Properties represent at least ninety percent (90%) of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least ninety percent (90%) of such Propertiestotal value as determined by the Administrative Agent, then the Borrower shall, and or shall cause its Subsidiaries one or more of the other Credit Parties to, grant grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereofObligations, but subject to the provisos at the end of such definition) on Security Instruments covering additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least ninety percent (90%) of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to guarantee Guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guarantyGuarantee, the Borrower shall, or shall cause such Subsidiary to: , promptly, but in any event no later than thirty (A30) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the formation or acquisition (or other similar event) of such Subsidiary to, execute and deliver (i) a supplement to the Guarantee Agreement executed by such guaranty agreementSubsidiary, (Bii) a supplement executed by such Subsidiary to the Security Agreement executed by the Credit Parties on the Effective Date, (iii) a pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Parent Guarantor and the Borrower shall, and shall cause its their Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Parent Guarantor and the Borrower shall promptly cause each Subsidiary of their Subsidiaries to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Parent Guarantor and the Borrower shall, or shall cause such Subsidiary to: , promptly, but in any event no later than 15 days after the formation or acquisition (Aor other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Cif applicable) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 70% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 70% of such Propertiestotal value, then the Borrower shall, and shall cause its Material Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 70% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that any Subsidiary becomes a Material Subsidiary after the Closing Date, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) , A. execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) B. pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) C. execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly Subject to this Section 5.11, with respect to any Property acquired after the end Closing Date by any Loan Party that is intended to be subject to the Lien created by any of each month, the Borrower Security Documents but is not so subject shall review promptly (as may be extended with the current Mortgaged Properties to ascertain whether all Oil consent of the Required Lenders in their sole discretion) (i) execute and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as security the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the Indebtedness a senior Lien interest (subject only to Excepted Liens benefit of the type described other Secured Parties, a Lien on such Property subject to no Liens other than Permitted Liens and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in clauses accordance with all applicable Legal Requirements, including the filing of financing statements (aincluding fixture filings and transmitting utility filings, as applicable) to in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Borrower and the other Loan Parties shall (e) of the definition thereof, but subject to the provisos at limitations set forth in the end Security Documents) otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of such definition) on additional Oil and Gas Properties not already subject to a the Lien of the Security Instruments Documents against such after-acquired properties. (b) With respect to any Person that is or becomes a Wholly Owned Subsidiary of a Loan Party after giving effect theretothe Closing Date (except to the extent any of the following constitutes Property that is Excluded Property (as defined in the Security Agreement) or is otherwise excluded as Collateral under the Security Agreement), such Person shall promptly (as may be extended with the consent of the Required Lenders in their sole discretion), deliver to the Collateral Agent, as and to the extent required by the Security Agreement, the Mortgaged Properties will represent certificates, if any, representing all of the Equity Interests of such Properties. All Subsidiary owned by a Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Liens will be created Equity Interests, and perfected all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and cause such new Subsidiary (A) to execute a Joinder Agreement to become a Guarantor and a Pledgor or, in accordance the case of a Foreign Subsidiary, if requested by the Administrative Agent or the Collateral Agent or the Required Lenders, execute a security document compatible with the provisions laws of deeds such Foreign Subsidiary’s jurisdiction of trust, security agreements organization (and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriateRequired Lenders) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and cause such Subsidiary is not a Guarantor, then it shall to become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form Pledgor, and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge to take all actions necessary or advisable in the reasonable opinion of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such Security Document, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) or equivalent registrations in such jurisdictions as may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall be reasonably be requested by the Administrative Agent or the Collateral Agent. (c) The Borrower will at all times cause all With respect to any Person that is or becomes a Subsidiary of a Loan Party after the Closing Date, promptly (and in any event within ten (10) Business Days after such Person becomes a Subsidiary as may be extended with the consent of the Properties of the Borrower Required Lenders in their sole discretion) execute and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged deliver to the Administrative Collateral Agent pursuant (i) a counterpart to the Pledge Agreement Intercompany Note and (other than any Equity Interests that may be issued pursuant ii) if such Subsidiary is a Loan Party, an endorsement to the Warrant Agreement)Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by such Subsidiary.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report prepared in connection with such redetermination pursuant to ascertain whether all Section 8.11 and the Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien of Mortgage to equal or exceed the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such PropertiesRequired Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 9.14(b8.13(b). (b) The Borrower shall promptly cause each Subsidiary formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Subsidiary to: to execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Guaranty Agreement, becomes a Guarantor, becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (Aii) execute and deliver (or, if the direct parent of such guaranty agreementSubsidiary is not the Borrower, (Bcause such Subsidiary’s direct parent to execute and deliver) pledge a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests of in such Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof), . (Cc) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of In the Properties of such Subsidiary event that any Loan Party acquires any material Property (including, without limitation, the other than any Oil and Gas Properties Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property. (d) In furtherance of such the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Subsidiary) pursuant to the Security Agreement shall execute and such other deeds of trustdeliver (or otherwise provide, mortgages, agreements and instruments, in form and substance satisfactory as applicable) to the Administrative AgentAgent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by satisfactory to the Administrative Agent. (ce) The Borrower will at all times cause all Notwithstanding any provision in any of the Properties of Loan Documents to the Borrower and each Subsidiary contrary, in no event shall any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Loan Party be required to be subject to a Lien of Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the applicable Loan Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments. Instruments and (dB) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged not, and shall not permit any of its Subsidiaries to, permit to the Administrative Agent pursuant to the Pledge Agreement exist any Lien on any Building or Manufactured (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Wholly-Owned Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guarantee Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to Mortgages to ascertain whether such Oil and Gas Properties represent at least 75% of the total value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the Mortgaged event that the Oil and Gas Properties subject to Mortgages do not represent all at least 75% of such Propertiestotal value, then the Parent or the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) permitted pursuant to (e) of the definition thereof, but subject to the provisos at the end of such definitionSection 6.02) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Collateral Documents such that after giving effect thereto, the Mortgaged Oil and Gas Properties subject to Mortgages will represent all at least 75% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security InstrumentsCollateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b5.13(b). (b) The Parent and the Borrower shall promptly cause each Restricted Subsidiary that either (x) is or becomes a Material Domestic Subsidiary or (y) has guaranteed the Unsecured Notes or other Material Indebtedness, in each case, to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty. In connection with any such guaranty, the Parent and the Borrower shall, or shall cause (i) such Restricted Subsidiary to: (A) to execute and deliver such guaranty agreementa Guaranty, (Bii) the parent of such Restricted Subsidiary to pledge all of the Equity Interests capital stock of such Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end In connection with each delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged Properties do not represent all such Propertiesaggregate Present Value of the Loan Parties’ Proved Reserves subject to a valid, perfected and first-priority Mortgage is less than the Required Mortgage Value, then the Parent and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the most recent Reserve Report to the Administrative Agent as security for the Indebtedness a senior valid, perfected and first-priority Lien interest on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate Present Value of the Oil and Gas Properties subject to a valid, perfected and Mortgage (subject in priority only to certain customary exceptions) to equal or exceed the Required Mortgage Value (provided that Excepted Liens of the type described in clauses (a) to (ed), (f) and (l) of the definition thereofthereof may exist on such Mortgage Properties, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 9.14(b8.14(b). (b) The Parent and the Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (and each Restricted Subsidiary that subjects an Oil and Gas Property to a Mortgage pursuant to Section 8.14(a)) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Parent and the Borrower shall, or shall (i) cause such Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementSubsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Security Agreement and grants a valid, perfected first-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Security Agreement and each other applicable Security Instrument (including the filing of financing statements), and (ii) execute and deliver (or, if the direct parent of such Subsidiary is not the Parent or the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a valid, perfected and first-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all of the Equity Interests of in such Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof)) to the Administrative Agent (provided that, (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties event that the direct parent of such Subsidiary (including, without limitationis not a Guarantor, the requirements in this Section 8.14(b) shall also apply to (and with respect to the Equity Interests in) such Subsidiary’s parent). (c) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Properties of such Subsidiary) pursuant to Property and any Property in which a security interest is automatically created under the Security Agreement or other pre-existing Security Instrument) after the Effective Date, the Parent and the Borrower shall, or shall cause such other deeds Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a valid, perfected and first-priority security interest and Lien therein to the extent required by the applicable Security Instruments (provided that Excepted Liens of trustthe type described in clause (l) of the definition thereof may exist). (d) In furtherance of the foregoing in this Section 8.14, mortgageseach Loan Party (including any newly created or acquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) shall execute and deliver (or otherwise provide, agreements and instrumentsas applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in form each case as may be reasonably requested by the Administrative Agent and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged . Notwithstanding anything to the Administrative Agent contrary herein or in any other Loan Documents, the SPV Subsidiaries shall not be required to guarantee the Indebtedness pursuant to the Pledge this Agreement (or any other than any Equity Interests that may Loan Document and shall not be issued pursuant required to the Warrant Agreement)become Guarantors hereunder.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, promptly grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Domestic Subsidiary (other than any Subsidiary classified as such based on the Borrower or any Subsidiary being a general partner thereof, unless such Subsidiary is a Wholly-Owned Subsidiary) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementDomestic Subsidiary, (B) pledge all of the Equity Interests of such Domestic Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, or shall cause such Domestic Subsidiary to (A) execute and deliver a supplement to the Guaranty Agreement executed by the Borrower or such Domestic Subsidiary, (B) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower will at all times cause all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (de) All of Any Person that must guarantee the issued and outstanding Equity Interests of Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(A)(4) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 30 days after the date required thereby, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at all times be pledged any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent pursuant of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Permitted Debt, such person shall be released from its guarantee obligations with respect to the Pledge Agreement (other than any Equity Interests that may be issued pursuant Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to the Warrant Agreement)reasonably evidence such release.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties of the Borrower and its Subsidiaries are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent Agent, on behalf of the Lenders, as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but but, in the case of clauses (a) through (e), subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary other member of the Borrower Group to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersAgent. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary each other member of the Borrower Group to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary each member of the Borrower Group (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiaryPerson (if any such stock certificates exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary Person (including, without limitation, the Oil and Gas Properties of such SubsidiaryPerson) pursuant to the Security Agreement Instruments and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary its Subsidiaries to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of each Member of the Borrower Group shall at all times be pledged to the Administrative Agent Agent, on behalf of the Lenders, pursuant to the Pledge Agreement (Agreements or other than any Equity Interests that may be issued pursuant security agreements acceptable to the Warrant Agreement)Agent. (e) Within sixty days after the Effective Date, the Borrower will cause the Delayed Collateral to be subject to first priority, perfected liens, or, only if such is not reasonably feasible, to be subject to such first priority liens as are acceptable to Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report prepared in connection with such redetermination pursuant to ascertain whether all Section 8.11 and the Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.13(b). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall (i) cause such Material Subsidiary to (A) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests in such Material Subsidiary (and will, without limitation, deliver original certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with undated stock powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof). (c) In the event that the Borrower or any Material Subsidiary becomes a partner or member in a Designated Partnership or acquires additional interests in a Designated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a first-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership. (d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property. (e) In the event that after giving effect theretoany Loan Party makes any loans to any Designated Partnership, such Loan Party shall collaterally assign such Loan Party’s interests in such loans to the Mortgaged Administrative Agent for the benefit of the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement. (f) In the event that any Loan Party withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties will represent all of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), such Loan Party shall, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b)Agent. (bg) The Borrower In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such guaranty agreementother additional Security Instruments, (B) pledge all of the Equity Interests of such Subsidiary (includingdocuments, without limitationcertificates, delivery of original stock certificates evidencing the Equity Interests of such Subsidiarylegal opinions, together with an appropriate undated stock power for title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each certificate duly executed in blank case as may be reasonably requested by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in Administrative Agent and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly Subject to this Section 5.11, with respect to any Property acquired after the end Closing Date by any Loan Party that is intended to be subject to the Lien created by any of each monththe Security Documents but is not so subject (but, in any event, excluding any Excluded Property) promptly (and in any event within thirty (30) Business Days after the acquisition thereof as may be extended with the consent of the Required Lenders in their sole discretion) (i) execute and deliver to the Administrative Agent, the Borrower Lenders and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders shall review the current Mortgaged Properties reasonably deem necessary or advisable to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such Property subject to no Liens other than Permitted Liens and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) in such jurisdictions as may be reasonably requested by the Administrative Agent as security for or the Indebtedness a senior Lien interest Collateral Agent (subject only to Excepted Liens in each case, acting at the direction of the type described in clauses Required Lenders) or the Required Lenders. Borrower and the other Loan Parties shall (a) to (e) of the definition thereof, but subject to the provisos limitations set forth in the Security Documents) otherwise take such actions and execute and/or deliver to the Collateral Agent and the Lenders such documents as the Required Lenders or the Administrative Agent or the Collateral Agent shall reasonably require (in each case, acting at the end direction of such definitionthe Required Lenders) on additional Oil to confirm the validity, perfection and Gas Properties not already subject to a priority of the Lien of the Security Instruments Documents against such after-acquired properties. (b) Subject to any limitations in the Security Documents, with respect to any Person that is or becomes a Wholly Owned Subsidiary of a Loan Party after giving effect the Closing Date (except to the extent any of the following constitutes Property that is Excluded Property or is otherwise excluded as Collateral under the Security Agreement), such Person shall promptly (as may be extended with the consent of the Required Lenders in their sole discretion), deliver to the Collateral Agent and the Lenders, as and to the extent required by the Security Agreement, the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and cause such new Subsidiary (A) to execute a Joinder Agreement to become a Guarantor and a Pledgor or, in the case of a Foreign Subsidiary, if requested by the Administrative Agent or the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders, execute a security document compatible with the laws of such Foreign Subsidiary’s jurisdiction of organization (and in form and substance reasonably satisfactory to the Required Lenders) to cause such Subsidiary to become a Guarantor and a Pledgor, and (B) to take all actions necessary or advisable in the reasonable opinion of the Administrative Agent, the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such Security Document, including the filing of financing statements (including fixture filings and transmitting utility filings, as applicable) or equivalent registrations in such jurisdictions as may be reasonably requested by the Required Lenders or by the Administrative Agent or the Collateral Agent (in each case, acting at the direction of the Required Lenders). (c) With respect to any Person that is or becomes a Subsidiary of a Loan Party after the Closing Date, promptly (and in any event within ten (10) Business Days after such Person becomes a Subsidiary as may be extended with the consent of the Required Lenders in their sole discretion) execute and deliver to the Collateral Agent (i) a counterpart to the Intercompany Note and (ii) if such Subsidiary is a Loan Party, an endorsement to the Intercompany Note (undated and endorsed in blank) in the form attached thereto, endorsed by such Subsidiary. (d) (A) Promptly grant to the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by Collateral Agent (and in accordance any event within thirty (30) Business Days of the acquisition thereof as may be extended with the provisions consent of deeds the Required Lenders in their sole discretion) a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon (other than any Excluded Property, as defined in the Security Agreement), individually has a Fair Market Value on the date of trustacquisition thereof of at least $2,500,000 and (ii) each leased Real Property of such Loan Party of a “company-controlled” data center (unless the Required Lenders otherwise consent or the applicable Loan Party shall have used all commercially reasonable efforts to obtain, but failed to obtain, such Mortgage), in each case, as additional security agreements for the Secured Obligations (unless the subject Property is already mortgaged to a third party to the extent permitted by Section 6.02(i)). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and financing statements substance to the Collateral Agent or the Required Lenders and shall constitute valid and enforceable perfected first priority Liens subject only to Permitted Liens. Such Loan Party shall promptly deliver to the Collateral Agent (and in any event within thirty (30) Business Days as may be extended with the consent of the Required Lenders in their sole discretion) a Landlord Access Agreement with respect to each Data Center Lease (unless the applicable Loan Party shall have used all commercially reasonable efforts to obtain, but failed to obtain, such Landlord Access Agreements within such 30 Business Day period). The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other Security Instrumentscharges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent, all the Collateral Agent (in each case, acting at the direction of the Required Lenders) or the Required Lenders shall reasonably require to confirm the validity, enforceability, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after acquired Real Property (including, but not limited to, a Title Policy, a Survey and environmental assessments (only with respect to such Real Property owned in fee by such Loan Party) and, if reasonably requested by the Administrative Agent (acting at the direction of the Required Lenders) or the Required Lenders, a customary local counsel opinion in respect of such Mortgage, in each case, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(bRequired Lenders). (be) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable Notwithstanding anything to the Lenders. In connection with contrary herein or in any such guarantyother Loan Document, the Borrower shallLoan Parties shall not have to create any Lien or perfect any Lien in any particular assets, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreementobtain title insurance in respect of any asset if, (B) pledge all in the reasonable judgment of the Equity Interests Required Lenders evidenced in writing, determined in consultation with Borrower, the burden, cost or consequences of creating or perfecting such Subsidiary (including, without limitation, delivery of original stock certificates evidencing Liens in such assets or obtaining title insurance is excessive in relation to the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank benefits to be obtained therefrom by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of Lenders under the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentLoan Documents. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report prepared in connection with such redetermination pursuant to ascertain whether all Section 8.11 and the Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a senior second-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed), (f) and (l) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.13(b). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall (i) cause such Material Subsidiary to (A) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all of the Equity Interests in such Material Subsidiary (and will, without limitation, deliver original certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with undated stock powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) to the Administrative Agent or a bailee for the Administrative Agent. (c) In the event that the Borrower or any Material Subsidiary becomes a partner or member in a Designated Partnership or acquires additional interests in a Designated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all the Equity Interests owned by such Person in such Designated Partnership. (d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a second-priority security interest (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) and Lien in such Property. (e) In the event that after giving effect theretoany Loan Party makes any loans to any Designated Partnership, such Loan Party shall collaterally assign such Loan Party’s interests in such loans to the Mortgaged Administrative Agent for the benefit of the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement. (f) In the event that any Loan Party withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties will represent all of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), such Loan Party shall, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a second-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b)Agent. (bg) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent. (h) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form agrees that it will not, and substance reasonably acceptable to the Lenders. In connection with will not permit any such guarantyGuarantor to, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and on any Property to all of secure the Properties of such Subsidiary (including, First Lien Debt without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory contemporaneously granting to the Administrative Agent, as security for the Administrative Agent may request Indebtedness, a second priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (Dl) execute of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and deliver such other additional closing documents, certificates and legal opinions as shall substance reasonably be requested by satisfactory to the Administrative Agent. (ci) The Borrower will at all times cause all of any Subsidiary guaranteeing the Properties of First Lien Debt that is not guaranteeing the Borrower Indebtedness to contemporaneously become a Guarantor by executing and each Subsidiary to be subject to delivering a Lien of the Security InstrumentsJoinder Agreement. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all Oil the Mortgaged Properties represent at least 65% of the total value of the Proved Developed Producing Reserves and Gas Properties are Mortgaged PropertiesProved Developed Nonproducing Reserves evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 65% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness Obligations a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 65% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guarantee Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiarySubsidiary (if such interests are certificated), together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all Agent or its designee, including without limitation, the execution and delivery of a pledge and security agreement in substantially the form of the Properties of the Borrower Pledge and each Subsidiary to be subject to a Lien of the Security InstrumentsAgreement attached as Exhibit C-3 hereto. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to Mortgages to ascertain whether such Oil and Gas Properties represent at least 80% of the total value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the Mortgaged event that the Oil and Gas Properties subject to Mortgages do not represent all at least 80% of such Propertiestotal value, then the Parent or the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) permitted pursuant to (e) of the definition thereof, but subject to the provisos at the end of such definitionSection 6.02) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Collateral Documents such that after giving effect thereto, the Mortgaged Oil and Gas Properties subject to Mortgages will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security InstrumentsCollateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b5.13(b). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Administrative Agent, the Lenders and the Credit Parties acknowledge and agree that no “building” or “mobile home” (each as defined in Regulation H promulgated under the Flood Insurance Laws) shall secure the Secured Obligations or constitute Mortgaged Property or Collateral (and to the extent that any Lien created under any Security Document encumbers any “building” or “mobile home” (each as defined in Regulation H promulgated under the Flood Insurance Laws) to secure the Secured Obligations, the Administrative Agent is authorized to deliver a release with respect such “building” or “mobile home”). (b) The Parent and the Borrower shall promptly cause each Restricted Subsidiary that either (x) is or becomes a Material Domestic Subsidiary or (y) has guaranteed the Unsecured Notes, any Permitted Second Lien Debt (if any) or other Material Indebtedness, in each case, to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty. In connection with any such guaranty, the Parent and the Borrower shall, or shall cause (i) such Restricted Subsidiary to: (A) to execute and deliver such guaranty agreementa Guaranty, (Bii) the parent of such Restricted Subsidiary to pledge all of the Equity Interests capital stock of such Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Restricted Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties of Borrower are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Documents such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security InstrumentsDocuments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary Subsidiary, whether now existing or hereafter formed or acquired, to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersAgent. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary each other member of Borrower to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such each Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary member of Borrower (including, without limitation, the Oil and Gas Properties of such SubsidiaryPerson) pursuant to the Security Agreement Instruments and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security InstrumentsDocuments. (d) All of the issued and outstanding Equity Interests of the Borrower each Subsidiary shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement a pledge agreement or other security agreements acceptable to Agent. CREDIT AGREEMENT (other than any Equity Interests that may be issued pursuant to the Warrant AgreementLilis Energy, Inc.).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all that constitute Oil and Gas Properties are (as described in Section 8.12(c)(iv)) to ascertain whether such Mortgaged PropertiesProperties represent at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that such Mortgaged Properties do not represent all at least 80% of such PropertiesEngineered Value, then the Borrower shall, and shall cause its Subsidiaries the Subsidiary Guarantors to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c). (or such later date as may be acceptable to the Administrative Agent), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent all at least 80% of such PropertiesEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Subsidiary of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shallshall promptly, but in any event no later than 30 days after the formation or shall acquisition (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent), (i) cause such Subsidiary to: (A) to execute and deliver such guaranty agreementa supplement to the Guarantee and Collateral Agreement, (Bii) pledge cause all of the Equity Interests of such Subsidiary (includingto be pledged to the Administrative Agent, without limitationfor the benefit of the Secured Parties, delivery of and to the extent such Equity Interests are certificated, cause such original stock or other certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory be delivered to the Administrative Agent, as the Administrative Agent may request and (Diii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower agrees that it will at all times cause all of not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Properties of the Borrower and each Subsidiary to be subject to a Second Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged Notes without contemporaneously granting to the Administrative Agent Agent, as security for the Indebtedness, a first-priority, perfected Lien (subject to Liens permitted by Section 9.03, it being understood that the Liens permitted under Section 9.03(c) shall be subordinated to the Liens securing the Indebtedness pursuant to the Pledge Agreement (other than any Equity Interests that may be issued terms and conditions of the Intercreditor Agreement) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Warrant Agreement)Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Guarantor to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end Borrowing Base or delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.01(i)(F)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.01(i), to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only to Excepted provided that Specified Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definitionmay exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiesnot less than the minimum set forth above. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that the Borrower creates or acquires any Domestic Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to become a guaranty agreement in form and substance reasonably acceptable party to the LendersGuarantee and Collateral Agreement. In connection with any such guarantytherewith, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver such guaranty agreementa supplement to each of the Guarantee and Collateral Agreement and the Intercreditor Agreement, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, Agent (or to the First Lien Administrative Agent (as bailee for the Administrative Agent may request Agent)) and (DC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) At any time during the continuation of an Event of Default, if required by the Administrative Agent, the Borrower shall, and shall cause each of its Subsidiaries to grant to the Administrative Agent a Lien to secure the Secured Obligations on all other Oil and Gas Properties, except those assets as to which the Administrative Agent shall determine in its reasonable discretion that the cost of obtaining a Lien or other security interest therein is excessive in relation to the value of the security to be afforded thereby. (d) The Borrower agrees that it will not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the First Lien Secured Obligations without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Secured Obligations a second-priority, perfected Lien (subject to Specified Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (e) The Borrower will at all times cause all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties Collateral to ascertain whether all Oil and Gas Properties are Mortgaged PropertiesCollateral. If the Mortgaged Properties do Collateral does not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries (if any) to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ei) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties Collateral will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a the Guaranty and Collateral Agreement or another guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates or other indicia evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates or other indicia exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) ▇▇▇▇▇ ▇ ▇▇▇▇ grant a lien in and to all of the Properties t▇▇ ▇▇▇▇▇▇▇▇▇s of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement Instruments and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the material Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All Instruments and will execute and deliver, and cause each Subsidiary to execute and deliver, all Security Instruments from the time to time requested by the Administrative Agent. Notwithstanding the foregoing, however, or any other provisions hereof, the Borrower will have no obligation to make subject to the Lien of the issued and outstanding Equity Security Interests any Hydrocarbon Interests to which no Proved Reserves are attributed except upon the affirmative request of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, -------------------------------------------- event that the Borrower shall review or any Subsidiary acquires any personal property or interest in personal property other than property made subject to a Lien permitted under Section 6.3(g), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries Subsidiary to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of take such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, ) as the Administrative Agent may shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Agent on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that the Borrower will at all times cause is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Subsidiaries Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 5.10(a) of this Agreement. The Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Agent or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after If as of the end date of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If delivery of any Reserve Report in accordance with Section 8.12 the Mortgaged Properties do not represent all such Propertiesat least 80% of the total PV-10 Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report and located in, or in U.S. Federal waters adjacent to, the United States, after giving effect to exploration and production activities, acquisitions, dispositions and production, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within 30 days, to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted provided that Permitted Liens of the type described in clauses (a) to (e) of the definition thereofmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such PropertiesPV-10 Value of the Oil and Gas Properties located in, or in U.S. Federal waters adjacent to, the United States. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (other than an Unrestricted Subsidiary) incurs or Guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee Guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests Capital Stock of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests Capital Stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) owned by the Borrower or such Material Domestic Subsidiary and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will at all times or any Domestic Subsidiary becomes the owner of a Material Foreign Subsidiary, then the Borrower shall promptly, or shall cause all such Domestic Subsidiary to promptly, pledge Capital Stock representing 65% of the Properties total combined voting power of all classes of stock entitled to vote and 100% of any other class of stock of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and each Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All of The Borrower agrees that it will not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the issued and outstanding Equity Interests of Second Lien Notes, except for such Liens granted on or before the Borrower shall at all times be pledged Closing Date, without first (i) giving fifteen days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant Security Instruments in form and substance satisfactory to the Warrant Agreement)Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. (e) In the event that the Borrower shall, or shall cause a Restricted Subsidiary to, register and/or document any of its floating infrastructure assets, including, without limitation, the ATP Titan and related assets or the ATP Octabuoy and related assets, but excluding any infrastructure assets held by Unrestricted Subsidiaries, as a vessel in the ownership of the Borrower or such Restricted Subsidiary under the laws and flag of the United States or any other jurisdiction, then the Borrower shall, and shall cause such Restricted Subsidiaries to, promptly execute as security for the Indebtedness a first preferred ship mortgage for each such vessel, in a form satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, the event that any Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement acquires any material property or interest in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ that is not subject to a perfected Lien in and to all favor of the Properties of Administrative Agent pursuant to the Security Documents, the Borrowers shall, and shall cause Subsidiary to, take such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that any Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Guarantee and the Security Agreement, and the Borrowers and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrowers and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of Liens so granted by such Subsidiary and the issued and outstanding Equity Interests of the Borrower shall at all times be pledged Borrowers and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after To the end extent required pursuant to the terms of each monththe ABL Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all the Mortgaged Properties represent at least 90% (or such other higher or lower percentage required by the ABL Credit Agreement) of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 90% (or such Propertiesother higher or lower percentage required by the ABL Credit Agreement) of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.10, to the Administrative Agent as security for the Indebtedness Secured Obligations a senior second-priority Lien interest (subject only to Excepted provided that Permitted Liens of the type described in clauses (a) to (ef) and (l) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 90% (or such Propertiesother higher or lower percentage required by the ABL Credit Agreement) of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent (it being understood that any form satisfactory to the ABL Facility Administrative Agent shall be satisfactory) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.11(b). (b) The Borrower shall promptly cause each Domestic Subsidiary (excluding the Gathering Subsidiaries) that is a guarantor of the ABL Facility to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to: to (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery to the Administrative Agent or in accordance with the Intercreditor Agreement of any original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof)) and (iii) deliver such other additional closing documents, certificates and legal opinions that were delivered to the ABL Administrative Agent. (Cc) In the event that the Borrower or any Domestic Subsidiary, which is a Restricted Subsidiary, becomes the owner of a Foreign Subsidiary which has total assets having a fair market value (as determined in good faith by the Borrower and certified to by a Responsible Officer) in excess of three percent (3%) of the PV of the Oil and Gas Properties of the Borrower, then the Borrower shall promptly, or shall cause such Domestic Subsidiary, if required to so under the ABL Credit Agreement, to promptly but, in each case, not before it is required to do so under the ABL Facility 0(iii) pledge 65% of all the Equity Interests and all of the non-voting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery to the Administrative Agent or in accordance with the Intercreditor Agreement of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and 0(iv) deliver such other additional closing documents, certificates and legal opinions that were delivered to the ABL Administrative Agent. (d) If any Event of Default shall occur and be continuing, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, within ten (10) Business Days after notice by Administrative Agent, but not before any similar act is undertaken under the ABL Facility, grant to the Administrative Agent as security for the Secured Obligations a second-priority Lien interest (provided Permitted Liens of the type described in clauses (a) to (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on all of their Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent (it being understood that any form satisfactory to the ABL Facility Administrative Agent shall be satisfactory) and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (e) The Borrower agrees that it will not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ in on any Property to secure the obligations under the ABL Credit Agreement without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to all of the Properties of such Subsidiary Administrative Agent to secure the Indebtedness a perfected Lien (including, without limitation, the Oil and Gas Properties of such Subsidiarysubject only to Permitted Liens) on this same Property pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, as the Administrative Agent may request and (D) Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cf) The Borrower will at all times cause all Notwithstanding anything in this Agreement or any Loan Document to the contrary, any or mortgage or deed of trust entered into on or after the Effective Date shall be governed by the law of the State where the Oil and Gas Properties that are the subject of such mortgages or deed of trust are located unless consented to by the Borrower and each Subsidiary to be subject to a Lien of the Security InstrumentsBorrower. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower Parent Guarantor shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only provided that Liens which are permitted by the terms of Section 9.03 to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject attach to the provisos Mortgaged Properties may exist and have whatever priority such Liens have at the end of such definitiontime under applicable law) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(b). (b) The Borrower If (i) the Parent Guarantor shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Parent Guarantor elects to have a Domestic Subsidiary guarantee the Indebtedness or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $5,000,000, then the Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable the Guaranty Agreement; provided that Excluded Subsidiaries shall not be required to the Lendersbecome Guarantors. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary the relevant Credit Party, if applicable, to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times In the event that the Parent Guarantor or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the Parent Guarantor shall promptly, or shall cause all of the Properties of the Borrower and each such Domestic Subsidiary to be subject promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a Lien supplement to the Guaranty Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) of all the Security Instruments. (d) All of the issued and outstanding Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the Borrower registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall at all times reasonably be pledged to requested by the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end Borrowing Base pursuant to the terms of each monththe Senior Revolving Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all that constitute Oil and Gas Properties are (as described in Section 8.12(c)(vi)) to ascertain whether such Mortgaged PropertiesProperties represent at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that such Mortgaged Properties do not represent all at least 80% of such PropertiesEngineered Value, then the Borrower shall, and shall cause its Subsidiaries the Guarantors to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) (or such later date as may be acceptable to the Administrative Agent), to the Administrative Agent as security for the Indebtedness a senior second-priority Lien interest (subject only to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent all at least 80% of such PropertiesEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Subsidiary of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shallshall promptly, but in any event no later than 15 days after the formation or shall acquisition (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent), (i) subject to the Intercreditor Agreement, cause such Subsidiary to: (A) to execute and deliver such guaranty agreementa supplement to the Guarantee and Collateral Agreement, (Bii) pledge subject to the Intercreditor Agreement, cause all of the Equity Interests of such Subsidiary (includingto be pledged to the Administrative Agent, without limitationfor the benefit of the Secured Parties, delivery of and to the extent such Equity Interests are certificated, cause such original stock or other certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant be delivered to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Senior Administrative Agent, as bailee for the Administrative Agent may request in accordance with the terms of the Intercreditor Agreement, and (Diii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower agrees that it will at all times cause all of not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged Senior Revolving Credit Notes without contemporaneously granting to the Administrative Agent Agent, as security for the Indebtedness, a second-priority, perfected Lien (subject to Liens permitted by Section 9.03) on the same Property pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant Security Instruments in form and substance reasonably satisfactory to the Warrant Agreement)Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Guarantor to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its 57 Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end Borrowing Base or delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.01(i)(F)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.01(i), to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only to Excepted provided that Specified Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definitionmay exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiesnot less than the minimum set forth above. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that the Borrower creates or acquires any Domestic Subsidiary, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to become a guaranty agreement in form and substance reasonably acceptable party to the LendersGuarantee and Collateral Agreement. In connection with any such guarantytherewith, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver such guaranty agreementa supplement to each of the Guarantee and Collateral Agreement and the Intercreditor Agreement, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (DC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) At any time during the continuation of an Event of Default, if required by the Administrative Agent, the Borrower shall, and shall cause each of its Subsidiaries to grant to the Administrative Agent a Lien to secure the Secured Obligations on all other Oil and Gas Properties, except those assets as to which the Administrative Agent shall determine in its reasonable discretion that the cost of obtaining a Lien or other security interest therein is excessive in relation to the value of the security to be afforded thereby. (d) The Borrower agrees that it will not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Second Lien Secured Obligations without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Secured Obligations a first-priority, perfected Lien (subject to Specified Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (e) The Borrower will at all times cause all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 75% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 75% of such Propertiestotal value, then the Borrower shall, and shall cause its Material Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 75% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that any Subsidiary becomes a Material Subsidiary after the Closing Date, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower Parent Guarantor shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only provided that Liens which are permitted by the terms of Section 9.03 to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject attach to the provisos Mortgaged Properties may exist and have whatever priority such Liens have at the end of such definitiontime under applicable law) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(b). (b) The Borrower If (i) the Parent Guarantor shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Parent Guarantor elects to have a Domestic Subsidiary guarantee the Indebtedness or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $5,000,000, then the Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable the Guaranty Agreement; provided that Excluded Subsidiaries shall not be required to the Lendersbecome Guarantors. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary the relevant Credit Party, if applicable, to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times In the event that the Parent Guarantor or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the Parent Guarantor shall promptly, or shall cause all of the Properties of the Borrower and each such Domestic Subsidiary to be subject promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a Lien supplement to the Guaranty Agreement, (ii) pledge 65% of all the Security Instruments. (d) All of the issued and outstanding Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the Borrower registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall at all times reasonably be pledged to requested by the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Coal Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Parent and the Borrower shall, and shall cause its their Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Coal Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Coal Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Parent shall guarantee the Indebtedness pursuant to a guaranty agreement in form and substance satisfactory to Lenders and the Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement the Security Agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or Parent shall and shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) ▇▇▇▇▇ ▇ ▇▇▇▇ grant a lien in and to all of the Properties of such Subsidiary (includingi▇▇▇▇▇▇▇▇, without ▇ithout limitation, the Oil and Gas Coal Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Parent and the Borrower will at all times cause all of the Properties of the Parent and the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower and its Subsidiaries shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Security Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries (if any) to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ej) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Guarantee and Pledge Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Guarantee and Pledge Agreement (or other than any Equity Interests that may be issued pursuant security agreements acceptable to the Warrant Agreement)Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii)) to ascertain whether all the Mortgaged Properties represent at least 75% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 75% of such Propertiestotal value, then the Borrower shall, and shall cause each of its Material Subsidiaries (other than an Excluded Foreign Subsidiary) to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 75% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is (a) a Restricted Subsidiary that is not an Excluded Foreign Subsidiary and (b) not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that any Restricted Subsidiary becomes a Material Subsidiary after the Closing Date, the Borrower shall promptly cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Restricted Subsidiary, (B) execute and deliver a Pledge — Borrower, pledging all of the Equity Interests of such Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. In addition, in the event that any Excluded Foreign Subsidiary that is a First Tier Foreign Subsidiary becomes a Material Subsidiary after the Closing Date, Borrower shall deliver a Pledge — Borrower, pledging 65% of such Excluded Foreign Subsidiary’s outstanding voting Equity Interests and 100% of such Excluded Foreign Subsidiary’s outstanding non-voting Equity Interests to the extent such pledge will not result in adverse tax consequences to the Borrower. Notwithstanding the foregoing, if any Subsidiary (other than any Excluded Foreign Subsidiary) guarantees any Debt, the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) , execute and deliver such guaranty agreement, (Bx) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant a supplement to the Security Guaranty Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Dy) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will Security Instruments shall remain in effect at all times cause unless otherwise released pursuant to the terms of this Agreement; provided, however, that on the Investment Grade Rating Date, if no Default or Event of Default has occurred and is continuing, then (i) Section 8.14(a) shall have no further force or effect and (ii) upon written request of the Borrower to the Administrative Agent, the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties of from the Borrower and each Subsidiary to be subject to a Lien Liens of the Security Instruments. (d) All ; provided, further, that if, after such release of any or all of the issued and outstanding Equity Interests of Mortgaged Properties under the Security Instruments, the Borrower ceases to have an Investment Grade Rating, then (1) Section 8.14(a) shall at all times be pledged automatically reinstated and (2) the Borrower will, and will cause each other applicable Subsidiary to, re-execute and re-deliver to the Administrative Agent any and all Security Instruments that are required to be delivered pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant terms and provisions of this Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Propertiesexecute a guarantee, then the Borrower shall, and shall cause its Subsidiaries to, grant or a supplement to the Administrative Agent as security for the Indebtedness Subsidiaries Guarantee (except if such Subsidiary is a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil Foreign Subsidiary and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory Responsible Officer shall have certified to the Administrative Agent and in sufficient executed (the Lenders that the execution of such a guarantee or supplement by such Foreign Subsidiary would materially and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with adversely affect the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests tax position of such Subsidiary (including, without limitation, delivery and of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofBorrower), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all the Borrower and/or any Subsidiary which is a holder of the Properties any Capital Stock of such Subsidiary (including, without limitation, the Oil and Gas Properties of shall execute such Subsidiary) pursuant pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to effect and perfect the pledge in favor of the Administrative Agent for the benefit of the Lenders of not less than (a) 65% of the outstanding voting Capital Stock of such Subsidiary and 100% of the outstanding nonvoting Capital Stock of such Subsidiary, if such Subsidiary is a Foreign Subsidiary and a Responsible Officer shall have certified to the Administrative Agent and the Lenders that the pledge of greater than 66-2/3% of the Capital Stock of such Foreign Subsidiary would materially and adversely affect the tax position of such Subsidiary and of the Borrower, or (b) all of the Capital Stock of such Subsidiary, otherwise. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies or, subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any De Minimis Subsidiary) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary or De Minimis Subsidiaries ceases to qualify as such, it being understood that until such time, such Subsidiaries will not be required to become Subsidiary Guarantors), promptly: (a) Promptly after execute and deliver to the end Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of each monththe Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower shall review or any of its Subsidiaries, (a) limited in the current Mortgaged Properties case of the Equity Interests of any Foreign Subsidiary or Foreign Holding Company, to ascertain whether all Oil 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign Holding Company and Gas Properties are Mortgaged Properties. If (b) excluding any Equity Interests of such Subsidiary in excess of the Mortgaged Properties do not represent all maximum amount of such PropertiesEquity Interests that could be included in the Collateral without creating, then in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Borrower shallwith the SEC, and shall (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, - 79- (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause its Subsidiaries to, such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens benefit of the type Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in clauses (a) the Guarantee and Collateral Agreement with respect to (e) such new Subsidiary, including the filing of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and Uniform Commercial Code financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank jurisdictions as may be required by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in Guarantee and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Collateral Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, or by law or as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. 6. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after Subject to this Section 5.12 and the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens provisions of the type described in clauses Pledge and Security Agreement (a) to (e) of the definition thereof, but and subject to the provisos at terms hereof and thereof (including any exceptions, limitations and time periods provided therein), with respect to any Property (excluding Real Property and Excluded Property) acquired after the end of such definition) on additional Oil and Gas Properties not already Closing Date, by any Credit Party that constitutes Collateral or is otherwise intended to be subject to a the Lien created by any of the Security Instruments such that after giving effect thereto(other than Excluded Property) but is not so subject or with respect to any Property previously designated as Excluded Property (but is no longer designated as Excluded Property), the Mortgaged Properties will represent all such Properties. All such Liens will be created each Credit Party shall (i) execute and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory deliver to the Administrative Agent and the Lenders such amendments or supplements to the relevant Security Instruments or such other documents as the Administrative Agent or the Requisite Term Lenders and/or Requisite Bridge Lenders shall reasonably deem necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, Acceptable Security Interest on such Property, and (ii) to the extent not already created and/or perfected, take all actions necessary to cause such Property to be subject to an Acceptable Security Interest and not already perfected in sufficient executed (and acknowledged where necessary accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or appropriate) counterparts for recording purposes. In order to comply the Requisite Term Lenders and/or Requisite Bridge Lenders, in each case, in accordance with the foregoing, if any Subsidiary places a Lien on its Oil time frames required under the Pledge and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b)Security Agreement. (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, All Subsidiaries of the Borrower shall, and Credit Parties (other than the Excluded Subsidiaries) shall be or shall cause such Subsidiary to: become (Aas applicable) execute Guarantors hereunder and deliver such guaranty agreement, (B) pledge all of grantors under the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in Pledge and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory accordance with Section 6.15 hereof. (c) Each Credit Party (i) shall grant to the Administrative Agent, within sixty (60) days of the acquisition thereof, for the benefit of the Secured Parties, an Acceptable Security Interest in and Mortgage on each Real Property valued at least $1,000,000 owned in fee by such Credit Party as is acquired by such Credit Party after the Closing Date, and (ii) at Administrative Agent’s direction (at the direction and reasonable discretion of the Requisite Term Lenders or Requisite Bridge Lenders), shall use commercially reasonable efforts to grant to the Administrative Agent, within sixty (60) days of the acquisition thereof, an Acceptable Security Interest in and Mortgage on each leased Real Property (where the term of such lease is at least 7 years (including any options to extend) and the operations ongoing at such site are integral to the Credit Parties’ business (with the exception of locations used solely as the Credit Parties’ headquarters, office locations, or for storage or warehousing) of such Credit Party, in each case, as additional security for the Obligations. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the respective Liens in favor of the Administrative Agent required to be granted pursuant to the Mortgages. Such Credit Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as or Requisite Term Lenders and/or Requisite Bridge Lenders shall reasonably be requested by require to confirm the Administrative Agent. (c) The Borrower will at all times cause all validity, perfection and priority of the Properties Liens of the Borrower and each Subsidiary to be subject to a Lien of the Security Instrumentsany existing Mortgages or such new Mortgages against such after-acquired Real Property. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all that constitute Oil and Gas Properties are (as described in Section 8.11(c)(iv)) to ascertain whether such Mortgaged PropertiesProperties represent at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that such Mortgaged Properties do not represent all at least 80% of such PropertiesEngineered Value, then the Borrower shall, and shall cause its Subsidiaries the Subsidiary Guarantors to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c). (or such later date as may be acceptable to the Administrative Agent), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent all at least 80% of such PropertiesEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(b). (b) The Borrower shall promptly cause each Subsidiary of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shallshall promptly, but in any event no later than 30 days after the formation or shall acquisition (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent), (i) cause such Subsidiary to: (A) to execute and deliver such guaranty agreementa supplement to the Guarantee and Collateral Agreement, (Bii) pledge cause all of the Equity Interests of such Subsidiary (includingto be pledged to the Administrative Agent, without limitationfor the benefit of the Secured Parties, delivery of and to the extent such Equity Interests are certificated, cause such original stock or other certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory be delivered to the Administrative Agent, as the Administrative Agent may request and (Diii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that xv) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or xvi) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).Guaranty

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with the end preparation of each monthReserve Report, the Borrower shall review such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(b)(v)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesof the Borrower and its Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all such Propertiesless than 80% of the total value of the Oil and Gas Properties of the Borrower and its Subsidiaries evaluated in the most recently completed Reserve Report, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(b), to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) permitted by Section 9.03 which may attach to (e) of the definition thereof, but subject to the provisos at the end of such definitionMortgaged Property) on additional Oil and Gas Properties of the Borrower and its Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, thereto the Mortgaged Properties will represent all are equal to or greater than 80% of the total value of the Oil and Gas Properties of the Borrower and its Subsidiaries evaluated in such PropertiesReserve Report. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with . (b) If the foregoing, if Borrower determines that any Subsidiary places is a Lien on its Oil and Gas Properties Material Domestic Subsidiary and such Subsidiary is not already a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end In connection with each delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged Properties do not represent all such Propertiesaggregate Present Value of the Loan Parties’ Proved Reserves subject to a valid, perfected and second-priority Mortgage (subject only in priority to the Liens pursuant to the First Lien Credit Documents) is less than the Required Mortgage Value, then the Parent and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the most recent Reserve Report to the Administrative Agent as security for the Indebtedness a senior valid, perfected and second-priority Lien interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents) on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate Present Value of the Oil and Gas Properties subject to a valid, perfected and Mortgage (subject in priority only to certain customary exceptions) to equal or exceed the Required Mortgage Value (provided that Excepted Liens of the type described in clauses (a) to (ed), (f) and (l) of the definition thereofthereof may exist on such Mortgage Properties, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 9.14(b8.14(b). (b) The Parent and the Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (and each Restricted Subsidiary that subjects an Oil and Gas Property to a Mortgage pursuant to Section 8.14(a)) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Parent and the Borrower shall, or shall (i) cause such Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementSubsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Security Agreement and grants a valid, perfected second-priority security interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents and provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Security Agreement and each other applicable Security Instrument (including the filing of financing statements), and (ii) execute and deliver (or, if the direct parent of such Subsidiary is not the Parent or the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a valid, perfected and second-priority security interest (subject only in priority to the Liens pursuant to the First Lien Credit Documents and provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist) in all of the Equity Interests of in such Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof)) to the Administrative Agent (provided that, (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties event that the direct parent of such Subsidiary (including, without limitationis not a Guarantor, the requirements in this Section 8.14(b) shall also apply to (and with respect to the Equity Interests in) such Subsidiary’s parent). (c) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Properties of Property and any Property in which a security interest is automatically created under the Security Agreement or other pre-existing Security Instrument) after the Effective Date, the Parent and the Borrower shall, or shall cause such Subsidiary) other Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a valid, perfected and second-priority security interest and Lien (subject only in priority to the Liens pursuant to the First Lien Credit Documents) therein to the extent required by the applicable Security Agreement Instruments (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist). (d) In furtherance of the foregoing in this Section 8.14, each Loan Party (including any newly created or acquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other deeds of trustadditional Security Instruments, mortgagesdocuments, agreements and instrumentscertificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in form each case as may be reasonably requested by the Administrative Agent and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged . Notwithstanding anything to the Administrative Agent contrary herein or in any other Loan Documents, the SPV Subsidiaries shall not be required to guarantee the Indebtedness pursuant to the Pledge this Agreement (or any other than any Equity Interests that may Loan Document and shall not be issued pursuant required to the Warrant Agreement)become Guarantors hereunder.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to ( provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Agent or its designee; provided that (ci) The Borrower will at all times cause all of the Properties of foregoing requirements shall not apply to Legacy Reserves Finance Corporation and (ii) in no event shall the Borrower and each or any Subsidiary be required to be subject to a Lien of pledge the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent any E&P Subsidiary pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Loan Document.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties Collateral to ascertain whether all Oil and Gas Properties are Mortgaged PropertiesCollateral. If the Mortgaged Properties do Collateral does not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries (if any) to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ej) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties Collateral will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (Ai) execute and deliver such guaranty agreement, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates or other indicia evidencing the Equity Interests of such SubsidiarySubsidiary (if any such stock certificates or other indicia exist), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (Ciii) ▇g▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Div) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the material Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vii)) to ascertain whether all the Mortgaged Properties represent at least 80% of the Recognized Value of the proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such PropertiesRecognized Value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness Obligations a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary grants a Lien on its Oil and Gas Properties to the Administrative Agent for the ratable benefit of the Secured Parties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Obligations pursuant to a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, (i) pledge all of the Equity Interests of such new Subsidiary pursuant to a Pledge Agreement (including, without limitation, delivery of original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places such a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (bd) The In the event that (i) the Required Lenders waive the provisions of Section 9.15 to permit the Borrower or any Domestic Subsidiary to become the owner of a Foreign Subsidiary (such waiver to be granted in the sole discretion of the Required Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly promptly, or shall cause each such Domestic Subsidiary to promptly, guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to: , (Ai) execute and deliver such guaranty agreementa supplement to the Guaranty Agreement, (Bii) pledge 65% of all of the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Foreign Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies or, subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any De Minimis Subsidiary) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary or De Minimis Subsidiaries ceases to qualify as such, it being understood that until such time, such Subsidiaries will not be required to become Subsidiary Guarantors), promptly: - 78- (a) Promptly after execute and deliver to the end Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of each monththe Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower shall review or any of its Subsidiaries, (a) limited in the current Mortgaged Properties case of the Equity Interests of any Foreign Subsidiary or Foreign Holding Company, to ascertain whether all Oil 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign Holding Company and Gas Properties are Mortgaged Properties. If (b) excluding any Equity Interests of such Subsidiary in excess of the Mortgaged Properties do not represent all maximum amount of such PropertiesEquity Interests that could be included in the Collateral without creating, then in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Borrower shallwith the SEC, and shall (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause its Subsidiaries to, such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens benefit of the type Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in clauses (a) the Guarantee and Collateral Agreement with respect to (e) such new Subsidiary, including the filing of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and Uniform Commercial Code financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank jurisdictions as may be required by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in Guarantee and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Collateral Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, or by law or as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. 6. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review or any Subsidiary acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 10.3(g), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Administrative Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver , take such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that the Borrower is permitted to acquire or form any additional Subsidiary in accordance with the terms of this Agreement and the other Loan Documents, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Subsidiaries Guarantee and the Subsidiaries Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 9.9(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after If at any time prior to the end repayment in full of each monththe Loans, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such at least 75% of the total value of the Borrower’s Oil and Gas Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant (from its available unencumbered Property) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 75% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.12(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly inform the Administrative Agent thereof and, at all times cause all the request of the Properties of Administrative Agent, shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and each Subsidiary deliver a supplement to be subject to a Lien the Guaranty Agreement, (ii) pledge 65% of all the Security Instruments. (d) All of the issued and outstanding Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the Borrower registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall at all times reasonably be pledged to requested by the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end event that Holdings or any Subsidiary thereof acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 9.3(g), that is not subject to a perfected Lien in favor of each monththe Administrative Agent pursuant to the Security Documents, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil Holdings and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its each of their respective Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of take such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that any Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Subsidiaries Guarantee and the Subsidiaries Security Agreement, and Holdings and/or any Subsidiary of Holdings which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.9(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to Holdings and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of Holdings, the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 5.12) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the Transmittal required under Section 5.12(c), to the Administrative Agent as security for the Indebtedness a senior an Appropriate Priority Lien interest (subject only to Excepted Liens provided that Permitted Encumbrances of the type described in clauses (ai) to (eiv) and (vi) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Collateral Documents such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security InstrumentsCollateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b5.14(b). (b) The If any Subsidiary is acquired or formed after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and within ten (10) Business Days after any such Subsidiary is acquired or formed, will cause such Subsidiary to become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Administrative Agent a supplement to the Guaranty and Collateral Agreement in form and substance reasonably satisfactory to the Administrative Agent accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(b), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Guaranty and Collateral Agreement. (c) In the event that the Borrower or any Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $500,000 then the Borrower shall promptly promptly, or shall cause each such Subsidiary to promptly, guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (Ai) execute and deliver such guaranty agreementa supplement to the Guaranty Agreement, (Bii) pledge 65% of all of the Equity Interests Capital Stock of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests such Capital Stock of such Foreign Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least the Required Engineered Value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least such PropertiesRequired Engineered Value, then the Borrower shall, and shall cause other Loan Parties to, promptly, but in any event within thirty (30) days of delivery of the Reserve Report (or such longer period (or such longer period as the Administrative Agent may approve in its Subsidiaries tosole discretion), grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definitionpermitted by Section 9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least such PropertiesRequired Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(c). (b) The It is understood that the obligation to pledge and provide first-priority perfected liens (subject to Permitted Encumbrances but subject to the provisos at the end of the definition thereof) on only the Required Engineered Value of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all-assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 Value of the Oil and Gas Properties evaluated in the Initial Reserve Reports or the most recent Reserve Report delivered to the Lenders and pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time. (c) If any additional Material Subsidiary is formed or acquired (or an Unrestricted Subsidiary is designated as a Restricted Subsidiary and such Restricted Subsidiary is a Material Subsidiary) after the Effective Date, then the Borrower shall promptly shall, within thirty (30) days (or such longer period as the Administrative Agent may agree) after such newly formed or acquired Material Subsidiary is formed or acquired (or is designated as a Restricted Subsidiary) cause each such Restricted Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement and the Security Agreement executed by such guaranty agreementRestricted Subsidiary and become a Guarantor and a Grantor (as defined in the Security Agreement), respectively, thereunder and grant a first-priority security interest (subject 125 to Liens permitted by Section 9.03) in substantially all of its personal property, (B) pledge execute and deliver a Security Instrument pledging all of the Equity Interests of such Restricted Subsidiary (including, without limitation, delivery of original stock certificates (if any) evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (cd) The In the event that the Borrower will at all times or any other Guarantor acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is already created under the Security Instruments) after the Effective Date, the Borrower shall, or shall cause all such other Guarantor to, promptly (and, in any event, within thirty (30) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest in such Property, subject to Liens permitted by Section 9.03. (e) In the event that the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Borrower or any other Restricted Subsidiary, or the Borrower, shall, and shall cause each such Restricted Subsidiary, to (i) make such loans in the form of an intercompany note and (ii) collaterally assign the Borrower’s or the applicable Restricted Subsidiary’s interests in such intercompany note to the Administrative Agent for the benefit of the Properties Lenders to secure the Indebtedness to the extent required by the Security Instruments. (f) In furtherance of the foregoing in this Section 8.14 and subject to any exceptions, exclusions or limitations set forth herein or in the Security Instruments, each Loan Party (including any newly created or acquired Restricted Subsidiary) shall promptly (and, in any event, within thirty (30) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case, as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent. (g) In connection with each Disposition of Oil and Gas Properties (including by means of a Disposition of Equity Interests of a Subsidiary) in which the aggregate Borrowing Base Value of Oil and Gas Properties Disposed of (including by means of a Disposition of Equity Interests of a Subsidiary) exceeds five percent (5%) of the Borrowing Base then in effect, and the Elected Commitment Utilization Percentage at such time exceeds eighty percent (85%), then the Borrower shall ascertain whether the Mortgaged Properties represent at least the Required Engineered Value of the Oil and each Subsidiary Gas Properties after giving effect to be such Disposition. In the 126 event that the Mortgaged Properties do not represent at least such Required Engineered Value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly, but in any event within thirty (30) days of such Disposition (or such longer period (not exceeding sixty (60) days) as the Administrative Agent shall agree in its sole discretion), grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Liens permitted by Section 9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security InstrumentsInstruments such that after giving effect thereto, the Mortgaged Properties will represent at least such Required Engineered Value. (dh) All of the issued and outstanding Equity Interests of the Borrower The Security Instruments shall remain in effect at all times be pledged to the Administrative Agent unless otherwise released pursuant to the Pledge Agreement terms of this Agreement. (other than i) Notwithstanding any Equity Interests that may be issued pursuant provision in any Loan Document to the Warrant Agreement)contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) owned by any Loan Party included in the definition of “Mortgaged Properties” and no Building or Manufactured (Mobile) Home is encumbered by any Security Instrument.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Wholly-Owned Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (Aa) execute and deliver a supplement to the Guarantee Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end In connection with each delivery of each montha Reserve Report hereunder, the Borrower shall review such Reserve Report and the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(b) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien of Mortgage to equal or exceed the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such PropertiesRequired Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 9.14(b8.13(a). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (other than the APL General Partner) and any Subsidiary that guarantees the Secured Term Loan Facility to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Material Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementMaterial Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, (B) pledge execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (C) to the extent applicable, execute and deliver Mortgages pursuant to which such Material Subsidiary grants a first-priority Lien in substantially all of its real property (including any hydrocarbon interests), if any and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests of in such Material Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof). (c) In the event that any Loan Party acquires any material Property (other than any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property. (Cd) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ in and on any Property to all of secure the Properties of such Subsidiary (including, Secured Term Loan Facility without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory contemporaneously granting to the Administrative Agent, as security for the Administrative Agent may request Indebtedness, a first priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (Df) execute of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and deliver such other additional closing documents, certificates and legal opinions as shall substance reasonably be requested by satisfactory to the Administrative Agent. (ce) The Borrower will at all times cause all In furtherance of the Properties of the Borrower foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall execute and each Subsidiary to be subject to a Lien of the Security Instruments. deliver (dor otherwise provide, as applicable) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, the event that either Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien or any Loan Party acquires any property or interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property) other than property made subject to a Lien permitted under Section 9.3(g), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ that is not subject to a perfected Lien in and to all favor of the Properties of Lender pursuant to the Security Documents, such Subsidiary Borrower or such Loan Party shall take such action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, Lender) as the Administrative Agent may Lender shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Lender on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that either Borrower will at all times cause or any other Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Corporate Guarantee and the Security Agreement, and the Borrower and/or any Loan Party which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Lender, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Lender and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Lender. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Lender shall be entitled to receive legal opinions of one or more counsel to such Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Lender or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or the other Loan Parties to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Lender.

Additional Collateral; Additional Guarantors. (a) Promptly after If as of the end date of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If delivery of any Reserve Report in accordance with Section 8.12 the Mortgaged Properties do not represent all such Propertiesat least 80% of the total PV-10 Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report and located in, or in U.S. Federal waters adjacent to, the United States, after giving effect to exploration and production activities, acquisitions, dispositions and production, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within 30 days, to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted provided that Permitted Liens of the type described in clauses (a) to (e) of the definition thereofmay exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such PropertiesPV-10 Value of the Oil and Gas Properties located in, or in U.S. Federal waters adjacent to, the United States. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (other than an Unrestricted Subsidiary) incurs or Guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee Guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests Capital Stock of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests Capital Stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) owned by the Borrower or such Material Domestic Subsidiary and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will at all times or any Domestic Subsidiary becomes the owner of a Material Foreign Subsidiary, then the Borrower shall promptly, or shall cause all such Domestic Subsidiary to promptly, pledge Capital Stock representing 65% of the Properties total combined voting power of all classes of stock entitled to vote and 100% of any other class of stock of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and each Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All of The Borrower agrees that it will not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the issued and outstanding Equity Interests of Second Lien Notes, except for such Liens granted on or before the Borrower shall at all times be pledged date hereof, without first (i) giving fifteen days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant Security Instruments in form and substance satisfactory to the Warrant Agreement)Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent and, so long as the Initial Lenders constitute the Majority Lenders, the Majority Lenders. (e) In the event that the Borrower shall, or shall cause a Restricted Subsidiary to, register and/or document any of its floating infrastructure assets, including, without limitation, the ATP Titan and related assets or the ATP Octabuoy and related assets, but excluding any infrastructure assets held by Unrestricted Subsidiaries, as a vessel in the ownership of the Borrower or such Restricted Subsidiary under the laws and flag of the United States or any other jurisdiction, then the Borrower shall, and shall cause such Restricted Subsidiaries to, promptly execute as security for the Indebtedness a first preferred ship mortgage for each such vessel, in a form satisfactory to the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii)) to ascertain whether all the Mortgaged Properties represent at least 75% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 75% of such Propertiestotal value, then the Borrower shall, and shall cause each of its Material Subsidiaries (other than an Excluded Foreign Subsidiary) to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 75% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is (a) a Restricted Subsidiary that is not an Excluded Foreign Subsidiary and (b) not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that any Restricted Subsidiary becomes a Material Subsidiary after the Closing Date, the Borrower shall promptly cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Restricted Subsidiary, (B) execute and deliver a Pledge — Borrower, pledging all of the Equity Interests of such Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. In addition, in the event that any Excluded Foreign Subsidiary that is a First Tier Foreign Subsidiary becomes a Material Subsidiary after the Closing Date, Borrower shall deliver a Pledge — Borrower, pledging 65% of such Excluded Foreign Subsidiary’s outstanding voting Equity Interests and 100% of such Excluded Foreign Subsidiary’s outstanding non-voting Equity Interests to the extent such pledge will not result in adverse tax consequences to the Borrower. Notwithstanding the foregoing, if any Subsidiary (other than any Excluded Foreign Subsidiary) guarantees any Debt, the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) , execute and deliver such guaranty agreement, (Bx) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant a supplement to the Security Guaranty Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Dy) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will Security Instruments shall remain in effect at all times cause unless otherwise released pursuant to the terms of this Agreement; provided, however, that on the Investment Grade Rating Date, if no Default has occurred and is continuing, then (i) Section 8.14(a) shall have no further force or effect and (ii) upon written request of the Borrower to the Administrative Agent, the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties of from the Borrower and each Subsidiary to be subject to a Lien Liens of the Security Instruments. (d) All ; provided, further, that if, after such release of any or all of the issued and outstanding Equity Interests of Mortgaged Properties under the Security Instruments, the Borrower ceases to have an Investment Grade Rating, then (1) Section 8.14(a) shall at all times be pledged automatically reinstated and (2) the Borrower will, and will cause each other applicable Subsidiary to, re-execute and re-deliver to the Administrative Agent any and all Security Instruments that are required to be delivered pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant terms and provisions of this Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 8090% of the total value of the Proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 8090% of such Propertiestotal value, then the Borrower shallParent Guarantor shall grant, and shall cause its Subsidiaries towithin 30 days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 8090% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b).8.14(b).68 (b) The In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will Parent Guarantor will, at all times times, cause all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the The Borrower shall at all times be pledged not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent pursuant of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition. (e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business Days (or such longer time as the Administrative Agent may agree in its sole discretion) 68 Amended by Thirteenth Amendment. following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).Administrative Agent.69

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the current Mortgaged Properties Reserve Report prepared in connection with such redetermination pursuant to ascertain whether all Section 8.11 and the Oil and Gas Properties are Mortgaged Propertiessubject to a Mortgage as of the date of such Reserve Report. If the Mortgaged aggregate value of the Oil and Gas Properties do not represent all such Propertiessubject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien of Mortgage to equal or exceed the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such PropertiesRequired Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 9.14(b8.13(b). (b) The Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Material Subsidiary to: to (A) execute and deliver a Joinder Agreement pursuant to which such guaranty agreementMaterial Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests of in such Material Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock power powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof), . (Cc) ▇▇▇▇▇ ▇ ▇▇▇▇ In the event that the Borrower or any Material Subsidiary becomes a partner or member in and to all of the Properties of such Subsidiary (including, without limitationa Designated Partnership or acquires additional interests in a Designated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a first-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership. (d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Properties Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property. (e) In the event that any Loan Party makes any loans to any Designated Partnership, such Loan Party shall collaterally assign such Loan Party’s interests in such loans to the Administrative Agent for the benefit of such the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement. (f) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) pursuant shall execute and deliver (or otherwise provide, as applicable) to the Security Agreement and Administrative Agent such other deeds of trustadditional Security Instruments, mortgagesdocuments, agreements and instrumentscertificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in form each case as may be reasonably requested by the Administrative Agent and substance as reasonably satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien or any Loan Party acquires any property or interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property) other than property made subject to a Lien permitted under Section 9.3(g), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ that is not subject to a perfected Lien in and to all favor of the Properties of Lender pursuant to the Security Documents, the Borrower or such Subsidiary Loan Party shall take such action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, Lender) as the Administrative Agent may Lender shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Lender on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that the Borrower will at all times cause or any other Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Corporate Guarantee and the Security Agreement, and the Borrower and/or any Loan Party which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Lender, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Lender and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Lender. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Lender shall be entitled to receive legal opinions of one or more counsel to the Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Lender or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or the other Loan Parties to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Lender.

Additional Collateral; Additional Guarantors. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies or, subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any De Minimis Subsidiary) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that any Specified Excluded Subsidiary or De Minimis Subsidiaries ceases to qualify as such, it being understood that until such time, such Subsidiaries will not be required to become Subsidiary Guarantors), promptly: (a) Promptly after execute and deliver to the end Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of each monththe Lenders, or the Borrower, as the case may be, a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower shall review or any of its Subsidiaries, (a) limited in the current Mortgaged Properties case of the Equity Interests of any Foreign Subsidiary or Foreign Holding Company, to ascertain whether all Oil 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign Holding Company and Gas Properties are Mortgaged Properties. If (b) excluding any Equity Interests of such Subsidiary in excess of the Mortgaged Properties do not represent all maximum amount of such PropertiesEquity Interests that could be included in the Collateral without creating, then in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Borrower shallwith the SEC, and shall (ii) any Collateral with respect to such new Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause its Subsidiaries to, such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens benefit of the type Lenders a perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in clauses (a) the Guarantee and Collateral Agreement with respect to (e) such new Subsidiary, including the filing of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and Uniform Commercial Code financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank jurisdictions as may be required by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in Guarantee and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Collateral Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, or by law or as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after Except during an Investment Grade Rating Period, in connection with each redetermination of the end of each monthBorrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether all Oil and Gas the Mortgaged Properties are Mortgaged Properties. If satisfy the Collateral Coverage Requirement. (b) In the event that the Mortgaged Properties do not represent all such Propertiessatisfy the Collateral Coverage Requirement, then the Borrower Parent Guarantor shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent as security for the Indebtedness Secured Obligations a senior first-priority Lien interest (subject only provided that Liens which are permitted by the terms of Section 9.03 to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject attach to the provisos Mortgaged Properties may exist and have whatever priority such Liens have at the end of such definitiontime under applicable law) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiessatisfy the Collateral Coverage Requirement. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In If required in order to comply with the foregoing, if in the event any Restricted Subsidiary places a Lien on its Oil and Gas Properties to secure Debt for borrowed money and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(c). Notwithstanding the foregoing, the Parent Guarantor and the Borrower shall not be obligated to cause Kodiak and its Affiliates to grant Liens to secure the Secured Obligations in an amount in excess of the maximum amount of the Secured Obligations which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures. (bc) The Borrower Except during an Investment Grade Rating Period, if (i) the Parent Guarantor shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Parent Guarantor elects to have a Domestic Subsidiary (or any Foreign Subsidiary that is a Disregarded Entity) guarantee the Secured Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in an amount that exceeds $100,000,000, then the Parent Guarantor shall promptly cause each such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement the Guaranty and Collateral Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors and no Equity Interests in form and substance reasonably acceptable any Excluded Subsidiary shall be required to the Lendersbe pledged. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary the relevant Credit Party, if applicable, to: , (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. . Notwithstanding the foregoing, the Parent Guarantor and the Borrower shall not be obligated (ci) The Borrower will at all times to cause all Kodiak and its Affiliates to guarantee the Facilities in an amount in excess of the Properties maximum amount which Kodiak and its Affiliates may guarantee without violation of the Borrower Kodiak Indentures or (ii) to pledge the stock of Kodiak and each Subsidiary its Affiliates to be subject to a Lien secure amounts in excess of the Security Instrumentsmaximum amount which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures. (d) All Except during an Investment Grade Rating Period, in the event that the Parent Guarantor or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the issued Parent Guarantor shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty and outstanding Collateral Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors and no Equity Interests in any Excluded Subsidiary shall be required to be pledged. In connection with any such guaranty, the Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the Parent Guarantor and the Borrower shall at all times not be pledged obligated to pledge the stock of Kodiak and its Affiliates to secure amounts in excess of the maximum amount which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures. (e) Subject to any applicable limitations set forth in the Security Instruments, the Parent Guarantor will, within sixty (60) days of the end of any Investment Grade Rating Period (or such longer period as the Administrative Agent pursuant may agree), execute and cause its Restricted Subsidiaries to execute such Security Instruments as are necessary such that after giving effect thereto the Pledge Agreement (other than any Equity Interests that may be issued pursuant to Credit Parties are in compliance with the Warrant Agreement)foregoing provisions of this Section 8.13.

Additional Collateral; Additional Guarantors. (a) Promptly after Subject to any applicable limitations set forth in the end of each monthTerm Loan Security Instruments or the Intercreditor Agreement, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior second-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Term Loan Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 95% of such Propertiestotal value, provided that other than in connection with the Effective Date and prior to the termination of the RBL Credit Agreement, the time period for execution of such documents shall be governed by the terms of the RBL Credit Agreement relating to the comparable documents securing the Priority Lien Debt and shall include any extensions granted by the Priority Lien Agent thereunder. In addition, to the extent not already subject to the Term Loan Security Instruments, to the extent the Borrower or any Guarantor executes acceleration payment, purchase of assets, or if there is a reconveyance of any TPG JD Subject Assets, the Borrower or such Guarantors will promptly execute Term Loan Security Instruments on such TPG JD Subject Assets. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Term Loan Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). In addition to the foregoing, (i) not later than 30 days after the Closing Date (or such longer period as the Majority Lenders may agree) and (ii) thereafter, within 30 days after the acquisition of any Specified Permian Acreage by the Borrower or any of its Subsidiaries (or such longer period as the Majority Lenders may agree), the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Obligations a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on (a) in the case of clause (i), the Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Permian Acreage is Mortgaged Property and (b) in the case of clause (ii), the Specified Permian Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, to the knowledge of the Borrower and its Subsidiaries, 100% of the Specified Permian Acreage so requested by the Administrative Agent or the Majority Lenders is Mortgaged Property. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Majority Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). Not later than 30 days after the end of each of fiscal quarter of each fiscal year of the Borrower, Borrower will furnish to the Administrative Agent a report and a certificate in form and substance and in detail reasonably satisfactory to the Majority Lenders certifying that (and attaching the most recent Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi) of the RBL Credit Agreement or any successor provision) and such listing and information as the Administrative Agent (at the written direction of Majority Lenders) may reasonably request to ascertain whether) the Mortgaged Properties represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production, provided that in the event that the Mortgaged Properties do not represent at least 95% of such total value, then, within 30 days after the date the report and certificate are furnished for such fiscal quarter end, the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a second-priority Lien (provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such total value. (b) The In the event that (i) any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee (A) execute and deliver the Indebtedness Term Loan Guaranty Agreement (or a supplement or joinder thereto, as applicable), (B) execute and deliver a supplement or joinder to the Term Loan Security Agreement pursuant to a guaranty agreement which such Domestic Subsidiary will ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in form and substance reasonably acceptable to the Lenderssubstantially all of its personal property as contemplated therein. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary pursuant to the Term Loan Pledge Agreement (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof); provided, (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and that prior to all the termination of the Properties RBL Facilities, any requirement to deliver possessory collateral hereunder shall be satisfied by delivery of, or the grant of such Subsidiary (includingcontrol to, without limitationas applicable, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the RBL Administrative Agent may request (or any replacement administrative agent under any other RBL Facilities)) and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Agent (cor its designee) The Borrower will at all times cause all of or the Properties of Majority Lenders; provided that (y) the foregoing requirements shall not apply to Legacy Reserves Finance Corporation and (z) in no event shall the Borrower and each or any Subsidiary be required to be subject to a Lien of pledge the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged any E&P Subsidiary pursuant to any Term Loan Document; provided, further, that prior to the Administrative Agent pursuant termination of RBL Credit Agreement, the time period for execution of such documents shall be governed by the terms of the RBL Credit Agreement relating to the Pledge Agreement (other than comparable documents securing the Priority Lien Debt and shall include any Equity Interests that may be issued pursuant to extensions granted by the Warrant Agreement)Priority Lien Agent thereunder.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, the event that any Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien or any Loan Party acquires any property or interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary property (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofreal property) other than property made subject to a Lien permitted under Section 9.3(g), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ that is not subject to a perfected Lien in and to all favor of the Properties of Lender pursuant to the Security Documents, such Subsidiary Borrower or such Loan Party shall take such action (including, without limitation, the Oil preparation and Gas Properties filing of such Subsidiary) pursuant to the Security Agreement and such other mortgages or deeds of trust, mortgages, agreements and instruments, trust in form and substance satisfactory to the Administrative Agent, Lender) as the Administrative Agent may Lender shall request and (D) execute and deliver in order to create and/or perfect a Lien in favor of the Lender on such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agentproperty. (cb) The In the event that any Borrower will at all times cause or any other Loan Party is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Corporate Guarantee and the Security Agreement, and the Borrower and/or any Loan Party which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Lender, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Lender and to effect and perfect the pledge of all of the Properties Capital Stock of such Subsidiary in favor of the Lender. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Lender shall be entitled to receive legal opinions of one or more counsel to such Borrower and each such Subsidiary to be subject to a Lien addressing such matters as the Lender or its counsel may reasonably request, including, without limitation, the enforceability of the Security Instruments. (d) All guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the issued Capital Stock of such Subsidiary, and outstanding Equity Interests the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower shall at all times be pledged and/or the other Loan Parties to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Lender.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Propertiesexecute a guarantee, then the Borrower shall, and shall cause its Subsidiaries to, grant or a supplement to the Administrative Agent as security for the Indebtedness Subsidiaries Guarantee (except if such Subsidiary is a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil Foreign Subsidiary and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory Responsible Officer shall have certified to the Administrative Agent and in sufficient executed (the Lenders that the execution or such a guarantee or supplement by such Foreign Subsidiary would materially and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with adversely affect the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests tax position of such Subsidiary (including, without limitation, delivery and of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereofBorrower), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all the Borrower and/or any Subsidiary which is a holder of the Properties any Capital Stock of such Subsidiary (including, without limitation, the Oil and Gas Properties of shall execute such Subsidiary) pursuant pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to effect and perfect the pledge in favor of the Administrative Agent for the benefit of the Lenders of not less than (a) 65% of the outstanding Capital Stock of such Subsidiary, if such Subsidiary is a Foreign Subsidiary and a Responsible Officer shall have certified to the Administrative Agent and the Lenders that the pledge of greater than 66-2/3% of the Capital Stock of such Foreign Subsidiary would materially and adversely affect the tax position of such Subsidiary and of the Borrower, or (b) all of the Capital Stock of such Subsidiary, otherwise. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (ai) to (ev), (vii) and (viii) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after affecting giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiesvalue. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.09(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests capital stock of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all In the event any Domestic Subsidiary becomes the owner of the Properties a Foreign Subsidiary which has total assets in excess of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of $1,000,000, then the Borrower shall at all times be pledged promptly cause such Domestic Subsidiary to guarantee the Administrative Agent Indebtedness pursuant to the Pledge Agreement Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (other than any Equity Interests that may be issued pursuant i) execute and deliver a supplement to the Warrant Agreement)Guaranty Agreement executed by such Domestic Subsidiary, (ii) pledge 65% of all the capital stock of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such capital stock of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee. (c) Prior to or contemporaneously with the granting of any Lien on any Property to or for the benefit of any agent or lender under the Second Lien Bridge Loan Agreement pursuant to any Second Lien Bridge Loan Document or otherwise, the Borrower or applicable Subsidiary shall grant to the Administrative Agent a first priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) in the definition thereof, but subject to the provisos at the end of such definition) on such Property for the benefit of the Lenders to secure the Indebtedness. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in a sufficient number of executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (d) The Borrower agrees that it will not, and will not permit any Subsidiary to, g▇▇▇▇ ▇ ▇▇▇▇ in on any Property to secure the Second Lien Bridge Loan Notes without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to all of the Properties of such Subsidiary (includingAdministrative Agent to secure the Indebtedness a first-priority, without limitation, the Oil and Gas Properties of such Subsidiary) perfected Lien on this same Property pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, as the Administrative Agent may request and (D) Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 85% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 85% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guarantee Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiarySubsidiary (if such interests are certificated), together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Agent or its designee; provided that (ci) The Borrower will at all times cause all of the Properties of foregoing requirements shall not apply to Legacy Reserves Finance Corporation and (ii) in no event shall the Borrower and each or any Subsidiary be required to be subject to a Lien of pledge the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent any E&P Subsidiary pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Loan Document.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with the end delivery of each monthReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)(iii)) to ascertain whether all the Mortgaged Properties represent at least (i) 80% of the total PV10 of the Oil and Gas Properties are Mortgaged Propertiesof the Borrower and the Guarantors evaluated in such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production and (ii) 80% of the Unproven Utica Shale Acreage and (iii) substantially all of each Gathering System then in operation. If In the event that the Mortgaged Properties do not represent all such Propertiessatisfy the requirements of the foregoing clauses (i) to (iii), then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant promptly grant, but in any event within sixty (60) days of delivery of the certificate required under Section 8.12(b), to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on Obligations Security Instruments covering additional Oil and Gas Properties or Gathering System rights of way and easements not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiescomply with clauses (i), (ii) and (iii) of this Section 8.14(a), as applicable. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with To the foregoing, if extent that any Subsidiary places portion of a Lien Gathering System is located on its an Oil and Gas Properties Property, rather than on separate rights of way and easements, the Borrower may elect for the Security Instrument covering such Subsidiary is not Oil and Gas Property to cover such portion of a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b)Gathering System as well. (b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form the Guaranty and substance reasonably acceptable to the LendersPledge Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , promptly, but in any event no later than 15 days after the formation or acquisition (Aor other similar event) of such Subsidiary to (i) execute and deliver a supplement to the Guaranty and Pledge Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such SubsidiarySubsidiary to the First Lien Administrative Agent pursuant to the Intercreditor Agreement, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all Except for Liens granted on cash collateral to secure letters of credit under the Properties of First Lien Revolving Credit Agreement, the Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the First Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Obligations, a second priority, perfected Lien (subject only to Permitted Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Subsidiary Guarantor to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent. (d) All The Borrower will cause any Person guaranteeing the First Lien Debt to contemporaneously become a Guarantor hereunder in accordance with Section 8.14(b). (e) Notwithstanding any provision in any of the issued Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any Restricted Subsidiary included in the Mortgaged Property and outstanding Equity Interests of no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and Restricted Subsidiaries’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (B) the Borrower shall at all times be pledged not, and shall not permit any of its Restricted Subsidiaries to, permit to the Administrative Agent pursuant to the Pledge Agreement exist any Lien on any Building or Manufactured (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in such Reserve Report. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent as security for the Indebtedness Obligations a senior first-priority Lien Index interest (subject only provided that Liens which are permitted by the terms of Section 9.03 to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject attach to the provisos Mortgaged Properties may exist and have whatever priority such Liens have at the end of such definitiontime under applicable law) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(b). (b) The If (i) the Borrower shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Borrower elects to have a Domestic Subsidiary guarantee the Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $500,000, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness Obligations pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary the relevant Subsidiary, if applicable, to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent in connection therewith. (c) The Borrower will at all times cause all of In the Properties of event that the Borrower and each or any Domestic Subsidiary becomes the direct owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then (i) in the case of a Domestic Subsidiary becoming the direct owner, the Borrower shall cause such Domestic Subsidiary to be subject promptly guarantee the Obligations pursuant to the Guaranty Agreement by executing and delivering a Lien supplement to the Guaranty Agreement, (ii) the Borrower shall, or shall cause such Domestic Subsidiary to, pledge sixty six and two-thirds percent (66-2/3%) of all the Security Instruments. (d) All of the issued and outstanding Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) the Borrower shall, or shall at all times cause such Domestic Subsidiary to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be pledged to requested by the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)in connection therewith.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower Borrowers shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower Borrowers shall, and shall cause its their Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower Borrowers shall promptly cause each Domestic Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower Borrowers shall, or shall cause such Domestic Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementDomestic Subsidiary, (Bii) pledge all of the Equity Interests of such Domestic Subsidiary (including, without limitation, delivery of original stock certificates or other certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of In connection with each monthReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 90% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 90% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subordinate and subject only to any Liens securing the Revolver Indebtedness as provided in the Intercreditor Agreement) (provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 90% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such new Subsidiary pursuant to a Subsidiary Pledge Agreement (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (DB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The If the Borrower will at all times cause all elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c) of the Properties of Revolver, then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subordinate and each Subsidiary subject to be any Liens securing the Revolver Indebtedness as provided in the Intercreditor Agreement) (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places such a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (d) All In the event that (i) the Majority Lenders waive the provisions of Section 9.15 to permit the Borrower or any Domestic Subsidiary to become the owner of a Foreign Subsidiary (such waiver to be granted in the sole discretion of the issued Majority Lenders), and outstanding (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (e) Upon the acquisition by the Borrower or any Subsidiary of any ENP Interests after the Effective Date, the Borrower shall at all times be pledged grant, or shall cause such Subsidiary to grant, within five Business Days after the acquisition thereof, to the Administrative Agent pursuant as security for the Indebtedness a first-priority Lien interest in such acquired ENP Interests and shall deliver to the Administrative Agent any and all certificates evidencing such acquired ENP Interests. All such Liens will be created and perfected by and in accordance with the provisions of the ENP Interests Pledge Agreement (other than any Equity Interests that may be issued pursuant and financing statements with respect thereto, all in form and substance reasonably satisfactory to the Warrant Agreement)Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 90% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 90% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 90% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such new Subsidiary pursuant to a Subsidiary Pledge Agreement (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (DB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and each Subsidiary to be Gas Properties not already subject to a Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places such a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (d) All In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the issued Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and outstanding deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the Borrower registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall at all times reasonably be pledged to requested by the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Wholly-Owned Subsidiary incurs or guarantees any Debt, other than EV Energy Finance Corp., then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuarantee Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guarantee Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii)) to ascertain whether all the Mortgaged Properties represent at least 85% of the PV-9 value of the Proved Oil and Gas Properties are Mortgaged Propertiesof the Loan Parties, evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 85% of such PropertiesPV-9 value, then the Borrower shall, and Loan Parties shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) of the definition thereof, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties of the Loan Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 85% of such PropertiesPV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Subsidiary after the Effective Date or (ii) the Borrower or any Restricted Subsidiary creates, forms or acquires any Material Subsidiary (or any Unrestricted Subsidiary becomes a Restricted Subsidiary), then the Borrower shall promptly cause each such Restricted Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to, (A) execute and deliver a guaranty agreement in form and substance reasonably acceptable supplement to the LendersGuaranty Agreement and the Security Agreement executed by such Restricted Subsidiary, (B) execute and deliver a Security Instrument pledging all of the Equity Interests of such Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. In addition, in the event that any Excluded Foreign Subsidiary that is a First Tier Foreign Subsidiary becomes a Material Subsidiary after the Effective Date, Borrower shall deliver a Pledge — Borrower, pledging 65% of such Excluded Foreign Subsidiary’s outstanding voting Equity Interests and 100% of such Excluded Foreign Subsidiary’s outstanding non-voting Equity Interests to the extent such pledge will not result in adverse tax consequences to the Borrower. Notwithstanding the foregoing, if any Subsidiary (other than any Excluded Foreign Subsidiary) guarantees any Debt, the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) , execute and deliver such guaranty agreement, (Bx) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant a supplement to the Security Guaranty Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Dy) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will Security Instruments shall remain in effect at all times cause unless otherwise released pursuant to the terms of this Agreement; provided, however, that on the Investment Grade Rating Date, if no Default has occurred and is continuing, then (i) Section 8.14(a) shall have no further force or effect and (ii) upon written request of the Borrower to the Administrative Agent, the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties of from the Borrower and each Subsidiary to be subject to a Lien Liens of the Security Instruments; provided, further, that if, after such release of any or all of the Mortgaged Properties under the Security Instruments, the Borrower ceases to have an Investment Grade Rating, then (1) Section 8.14(a) shall be automatically reinstated and (2) within ninety (90) days of such cessation, the Borrower will, and will cause each other applicable Subsidiary to, re-execute and re-deliver to the Administrative Agent any and all Security Instruments that are required to be delivered pursuant to the terms and provisions of this Agreement. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged Notwithstanding any provision in any Loan Document to the Administrative Agent pursuant to contrary, in no event is any Building (as defined in the Pledge Agreement applicable Flood Insurance Regulation) or Manufactured (other than Mobile) Home (as defined in the applicable Flood Insurance Regulation) owned by any Equity Interests that may be issued pursuant to Loan Party included in the Warrant Agreement)definition of “Mortgaged Properties” and no Building or Manufactured (Mobile) Home is encumbered by any Security Instrument.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its the Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Parent, OP LLC and the Borrower shall promptly cause each Domestic Subsidiary of any of them, and any other Domestic Subsidiary that guarantees any Debt of any other Credit Party, to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guaranty and substance reasonably acceptable to the LendersSecurity Agreement. In connection with any such guaranty, the Parent, OP LLC and the Borrower shall, or shall (i) cause such Domestic Subsidiary to: (A) to execute and deliver such guaranty agreementthe Guaranty and Security Agreement or a supplement thereto, as applicable, (Bii) cause the Credit Party that owes Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The In the event that the Borrower will or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) If any Event of Default shall occur and be continuing, then the Parent, OP LLC and the Borrower shall, and shall cause each Domestic Subsidiary of either thereof to, within ten (10) Business Days after notice by Administrative Agent, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at all times cause the end of such definition) on all of the their Oil and Gas Properties of the Borrower and each Subsidiary to be not already subject to a Lien of the Security Instruments. (d) All Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the issued Oil and outstanding Equity Interests Gas Properties of the Borrower shall at and the Domestic Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all times be pledged in form and substance reasonably satisfactory to the Administrative Agent pursuant and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (e) Notwithstanding any provision in any of the Loan Documents to the Pledge Agreement contrary, in no event is any Building (other than as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Equity Interests Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that may (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be issued pursuant included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent, OP LLC and the Borrower shall not, and shall not permit any of their respective Subsidiaries to, permit to the Warrant Agreement)exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all such Propertiesat least 80% of the total value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Propertiesat least 80% of the total value evaluated by the relevant Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. . (b) In order to comply with the foregoingprovisions of Section 8.14(a), if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (Ai) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and its assets to all secure payment of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request Indebtedness and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each monthcalendar quarter, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries Affiliates to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary Affiliate places a Lien on its Oil and Gas Properties and such Subsidiary Affiliate is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary Affiliate to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary Affiliate to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary Affiliate (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such SubsidiaryAffiliate, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇g▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary Affiliate (including, without limitation, the Oil and Gas Properties of such SubsidiaryAffiliate) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary Affiliate to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreementGuarantee and Collateral Agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock or other equity certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇grant a lien in and to ▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Guarantee and Collateral Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, If the Borrower shall review the current Mortgaged Properties to ascertain whether all or any of its Restricted Subsidiaries acquires any Oil and Gas Properties are Mortgaged Properties. If located in, or in U.S. Federal waters adjacent to, the Mortgaged Properties do United States or other assets not represent covered by the liens of the Orders on the Closing Date, the Borrower and Guarantors shall promptly grant a mortgage and security interest in all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant properties to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such PropertiesCollateral Agent. All such Liens will be created and perfected by and in accordance with the provisions of the Orders and such deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposespurposes together with such opinions of counsel as may be reasonably requested by the Collateral Agent or the Required Lenders. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) any Restricted Subsidiary is or becomes a Material Domestic Subsidiary or (ii) any Domestic Subsidiary (other than an Unrestricted Subsidiary) incurs or Guarantees any Debt, the Borrower shall promptly cause each such Restricted Subsidiary to guarantee Guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary to: , (A) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests Capital Stock of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests Capital Stock of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) owned by the Borrower or such Material Domestic Subsidiary and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or the Required Lenders. (c) The Borrower will at all times cause all In the event that any Credit Party or any Domestic Subsidiary becomes the owner of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of Material Foreign Subsidiary, then the Borrower shall at promptly, or shall cause such Credit Party or Domestic Subsidiary to promptly, pledge the Capital Stock (or, if, in the good faith judgment of the Borrower, doing so would result in material adverse tax consequences to the Credit Parties, pledge Capital Stock representing 65% of the total combined voting power of all times classes of stock entitled to vote and 100% of any other class of stock) of such Material Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Capital Stock of such Material Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) owned by the Borrower or such Domestic Subsidiary and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be pledged to requested by the Administrative Agent pursuant to or the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)Required Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each month, event that the Borrower shall review or any Subsidiary acquires any property or interest in property (including, without limitation, real property), that is not subject to a perfected Lien in favor of the current Mortgaged Properties Administrative Agent pursuant to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such PropertiesSecurity Documents, then the Borrower shall, and shall cause its Subsidiaries Subsidiary to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of take such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary action (including, without limitation, the Oil preparation and Gas Properties filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property. (b) In the event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary) pursuant Subsidiary shall execute such pledge agreements or supplements to the Security Agreement and such other deeds of trustPledge Agreements, mortgages, agreements and instruments, each in form and substance satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.10(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent or its counsel may request and (D) execute and deliver such other additional closing documentsreasonably request, certificates and legal opinions as shall reasonably be requested by including, without limitation, the Administrative Agent. (c) The Borrower will at all times cause all enforceability of the Properties guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Borrower Capital Stock of such Subsidiary, and each Subsidiary to be subject to a Lien the creation, validity and perfection of the Security Instruments. (d) All of the issued Liens so granted by such Subsidiary and outstanding Equity Interests of the Borrower shall at all times be pledged and/or other Subsidiaries to the Administrative Agent pursuant to for the Pledge Agreement (other than any Equity Interests that may be issued pursuant to benefit of the Warrant Agreement)Lenders.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether all that constitute Oil and Gas Properties are (as described in Section 8.11(c)(iv)) to ascertain whether such Mortgaged PropertiesProperties represent at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that such Mortgaged Properties do not represent all at least 80% of such PropertiesEngineered Value, then the Borrower shall, and shall cause its Subsidiaries the Subsidiary Guarantors to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c) . (or such later date as may be acceptable to the Administrative Agent), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type other than Excepted Liens described in clauses clause (ah) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent all at least 80% of such PropertiesEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.13(b). (b) The Borrower shall promptly cause each Subsidiary of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form the Guarantee and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shallshall promptly, but in any event no later than 30 days after the formation or shall acquisition (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent), (i) cause such Subsidiary to: (A) to execute and deliver such guaranty agreementa supplement to the Guarantee and Collateral Agreement, (Bii) pledge cause all of the Equity Interests of such Subsidiary (includingto be pledged to the Administrative Agent, without limitationfor the benefit of the Secured Parties, delivery of and to the extent such Equity Interests are certificated, cause such original stock or other certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory be delivered to the Administrative Agent, as the Administrative Agent may request and (Diii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly Subject to this Section 5.10, with respect to any property acquired after the end Closing Date by any Loan Party that is intended to be subject to the Lien created by any of each monththe Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period approved by the Administrative Agent) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall review the current Mortgaged Properties to ascertain whether all Oil otherwise take such actions and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant execute and/or deliver to the Administrative Agent such documents as security for the Indebtedness a senior Lien interest (subject only Administrative Agent shall reasonably require to Excepted Liens confirm the validity, perfection and priority of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Documents on such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b)after-acquired properties. (b) The [Reserved]. (c) With respect to any fee interest in any real property acquired by Borrower or any Guarantor after the Closing Date with a purchase price of greater than $5.0 million: (i) Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the Lenders. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as mortgagee, for its benefit and for the Administrative Agent benefit of the other Security Parties, fully executed counterparts of Mortgages, each dated as of the date of acquisition of such property duly executed by Borrower or the applicable Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may request and (D) execute and deliver such other additional closing documentsbe necessary to create a valid, certificates and legal opinions as shall reasonably perfected Lien, subject to Permitted Liens, against the properties purported to be requested by the Administrative Agent.covered thereby; (cii) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged deliver to the Administrative Agent pursuant mortgagee’s title insurance policies in favor of the Administrative Agent, as mortgagee for the ratable benefit of the Security Parties in an amount equal to 100% of the fair market value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and shall be accompanied by evidence of the payment in full of all premiums thereon; and (iii) Borrower shall deliver to the Pledge Agreement Administrative Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (A) an updated survey certification in favor of the Administrative Agent (for its benefit and for the benefit of the other than any Equity Interests Secured Parties) from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (B) an affidavit from Borrower and the Guarantors stating that may there has been no change, other than, in each case, changes that do not materially adversely affect the use by Borrower or such Guarantor, as applicable, of such Premises for Borrower or such Guarantor’s business as so conducted, or intended to be issued pursuant to the Warrant Agreement)conducted, at such Premises.

Additional Collateral; Additional Guarantors. (a) Promptly after In the end of each monthevent that the Borrower or any Domestic Subsidiary acquires or forms a Domestic Wholly-Owned Subsidiary, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all such Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to a guaranty agreement in form the Guaranty and substance reasonably acceptable to the LendersCollateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (Ai) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such guaranty agreementSubsidiary, (Bii) pledge all cause the owner of the Equity Interests of in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (Diii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times cause all of . In the Properties of event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $5,000,000, then the Borrower shall, or shall cause such Domestic Subsidiary to, promptly execute and each Subsidiary deliver a supplement to be subject the Guaranty Agreement to a Lien pledge 65% of all the Security Instruments. (d) All of the issued and outstanding Equity Interests of such Foreign Subsidiary (including, without limitation, if appropriate, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If no Default or Event of Default then exists, the Borrower shall at all times may request that the Lien on any Mortgaged Property (the "Released Property") be pledged released upon presentation to the Administrative Agent pursuant of the following: A list of one or more new facilities having a fair market value reasonably equivalent to the Pledge Agreement (other than any Equity Interests that may Released Property, such evidence of the value of the new facility or facilities to be issued pursuant reasonably acceptable to the Warrant Agreement)Administrative Agent; and With respect to each new facility the items set forth in Section 8.16. After presentation of such materials and the recording the mortgages on the new facility, the Administrative Agent shall delivery such releases as the Borrower shall reasonably request with respect to the Released Property.

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described CREDIT AGREEMENT in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent or its designee. (c) The Borrower will at all times cause all of the Properties of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments. (d) All of the issued and outstanding Equity Interests of the Borrower shall at all times be pledged to the Administrative Agent pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant to the Warrant Agreement).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, Aurora and the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 80% of such Propertiestotal value, then Aurora and the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided that Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 80% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b8.14(b). (b) The In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause each such Subsidiary to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower and Aurora shall, or shall cause such Domestic Subsidiary to: , promptly, but in any event no later than 15 days after the formation or acquisition (or similar event) of such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such guaranty agreementSubsidiary, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Borrower will at all times and Aurora shall cause all of any Person that must guarantee the Properties of Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(D) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower and each Subsidiary Aurora shall, or shall cause such Person to, promptly, but in any event no later than 15 days after the date required thereby, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Person and (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject requested by the Administrative Agent. If at any time such Person is not otherwise required to a Lien guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Security Instruments.Second Lien Notes, such Person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release (d) All of The Borrower and Aurora agree that they will not, and will not permit any Subsidiary to, grant a Lien on any Property to secure the issued and outstanding Equity Interests of the Borrower shall at all times be pledged Second Lien Notes wit▇▇▇▇ ▇▇▇▇▇ (i) giving fifteen (15) days' prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority, perfected Lien on this same Property pursuant to the Pledge Agreement (other than any Equity Interests that may be issued pursuant Security Instruments in form and substance satisfactory to the Warrant Agreement)Administrative Agent. In connection therewith, the Borrower and Aurora shall, or shall cause the Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) Promptly after the end of each month, the Borrower shall review the current Mortgaged Properties to ascertain whether all Oil and Gas Properties are Mortgaged Properties. If the Mortgaged Properties do not represent all such Properties, then the Borrower Each Obligor shall, and shall cause its Subsidiaries each Guarantor to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (ai) to (ev), (vii), (viii), (xi) and (xii) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 100% of the Borrower's and Guarantors' off-shore Oil and Gas Properties and all such Propertiesproved and probable reserves attributable to the Borrower's and Guarantors' onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Each Obligor shall cause EEX and each Domestic Subsidiary (other than the Borrower shall promptly cause each Subsidiary and EEX Reserves and its Subsidiaries) to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower Each Obligor shall, or and shall cause such each Subsidiary to: (A) execute and deliver such guaranty agreement, (B) pledge all of the Equity Interests capital stock of such each Domestic Subsidiary (except for the Subsidiaries of EEX Reserves, and in the case of EEX Reserves, only the outstanding stock owned by the Obligors and Guarantors) (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitationnow owned hereafter acquired or created. In connection with compliance with this Section, the Oil Obligors shall, and Gas Properties of such Subsidiary) pursuant shall cause any Subsidiary to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) Each Obligor shall, or shall cause each Domestic Subsidiary to, pledge 65% of all the capital stock of each first-tier Foreign Subsidiary (other than EEX Asahan Ltd.) (including, without limitation, delivery of original stock certificates evidencing such capital stock of each such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) now owned or hereafter acquired or created. In connection with compliance with this Section, the Obligors shall, and shall cause any Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The Borrower Obligors will at all times cause all the other material tangible and intangible assets of the Properties of the Borrower each Obligor and each Subsidiary Guarantor to be subject to a Lien of the Security Instruments. (de) All Upon the termination and release of the Enron Prepay Obligation and the Enron ▇▇▇▇-to-Market Related ▇▇▇▇▇▇, the Obligors shall cause to be pledged all of the issued and outstanding Equity Interests ownership interests of EEX Reserves and shall cause EEX Reserves and its Subsidiaries to (i) guarantee the Indebtedness pursuant to the Guaranty Agreement, (ii) pledge all of the Borrower shall at all times be pledged capital stock (or equivalent ownership interests) of each Domestic Subsidiary and 65% of the capital stock (or equivalent ownership interests) of each Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the capital stock of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); (iii) grant to the Administrative Agent as security for the Indebtedness a first priority Lien interest (subject only to Excepted Liens of the type described in clauses (i) to (v), (vii), (viii), (xi) and (xii) of the definition thereof) on all of their off-shore Oil and Gas Properties and all proved and probable reserves attributable to their onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00); (iv) pledge their other material tangible and intangible assets pursuant to the Pledge Agreement Liens created by the Security Instruments; and (other than any Equity Interests v) cause all of their Deposit Accounts and Securities Accounts to be subject to Blocked Account Control Agreements and Securities Account Control Agreements reasonably acceptable to the Administrative Agent; provided, that may be issued if EEX E&P refinances the Enron Prepay Obligation and the Enron ▇▇▇▇-to-Market Related ▇▇▇▇▇▇ pursuant to Section 9.04(c) through the Warrant Agreementuse of Debt, the terms of such Section shall override the terms set forth in this Section 8.09(e).

Additional Collateral; Additional Guarantors. (a) Promptly after In connection with each redetermination of the end of each monthBorrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether all the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties are Mortgaged Propertiesevaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. If In the event that the Mortgaged Properties do not represent all at least 85% of such Propertiestotal value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a senior first-priority Lien interest (subject only to provided the Excepted Liens of the type described in clauses (a) to (ed) and (f) of the definition thereofthereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent all at least 85% of such Propertiestotal value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 9.14(b). (b) The Borrower shall promptly cause each Subsidiary Subsidiary, except those Subsidiaries acquired in the Acquisition which will be dissolved shortly thereafter, to guarantee the Indebtedness pursuant to a guaranty agreement in form and substance reasonably acceptable to the LendersGuaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to: , (A) execute and deliver such guaranty agreementthe Guaranty Agreement or a supplement to the Guaranty Agreement as required by the Administrative Agent, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power powers for each certificate duly executed in blank by the registered owner thereof), ) and (C) ▇▇▇▇▇ ▇ ▇▇▇▇ in and to all of the Properties of such Subsidiary (including, without limitation, the Oil and Gas Properties of such Subsidiary) pursuant to the Security Agreement and such other deeds of trust, mortgages, agreements and instruments, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may request and (D) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The If any Event of Default shall occur and be continuing, then the Borrower will shall, and shall cause each of its Subsidiaries to, within 10 Business Days, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at all times cause the end of such definition) on all of the their Oil and Gas Properties of the Borrower and each Subsidiary to be not already subject to a Lien of the Security Instruments. (d) All Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the issued Oil and outstanding Equity Interests Gas Properties of the Borrower shall at and its Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all times be pledged in form and substance reasonably satisfactory to the Administrative Agent pursuant to the Pledge Agreement and in sufficient executed (other than any Equity Interests that may be issued pursuant to the Warrant Agreement)and acknowledged where necessary or appropriate) counterparts for recording purposes.