Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redetermination, 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 the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Properties as set forth in such Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured 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 additional Upstream Component Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing 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 the Mortgaged Properties represent at least 8085% of the total value of the Upstream Component Properties as set forth Proved Developed Producing Reserves and Proved Developed Nonproducing Reserves evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien (provided that the Excepted Liens of the type described in clauses (ai) to (div) and (fvi) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component 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 8085% 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Upstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.recording

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause its Restricted the Borrower’s Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component 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 8085% 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 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 Upstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower It shall promptly cause each of its Subsidiaries (and in any event within thirty (30other than the Borrower) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. The Parent shall at all times guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower it shall, or shall cause such Domestic Subsidiary toto promptly (but with respect to any Subsidiary formed or acquired after the date hereof, no later than ten (10) days after the date of such formation or acquisition), (Ai) execute and deliver the Guaranty Agreement or a supplement to the Guaranty and Collateral Agreement executed as required by such Domestic Subsidiarythe Administrative Agent, (Bii) cause the owner pledge all of the Equity Interests in of such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that Agent in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy connection with this Section 8.14(d8.14(b); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iiiii) any Domestic Subsidiary incurs or guarantees any IndebtednessDebt, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner pledge all of the Equity Interests in of such Domestic new Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign SubsidiarySubsidiary which has total assets in excess of $2,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any event within thirty (30) days after such acquisition guaranty, the Borrower shall, or formation) shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 6665% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, ) and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the The Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted each Domestic Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 30 days after the formation or acquisition (Aor other similar event) of such Domestic Subsidiary, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (Bii) cause the owner pledge all of the Equity Interests in of such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) 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 promptlyshall, or shall cause such Domestic Subsidiary to promptly (and to, promptly, but in any event within thirty (30) no later than 30 days after such acquisition or formation) the date of becoming an owner thereof, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 6665% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, ) and (iiiii) 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 Any Person that must guarantee the other material tangible and intangible Property of Indebtedness in order for the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien in compliance with Section 9.04(b)(ii)(C) shall guarantee the Indebtedness pursuant to the Security Instruments; provided, that in the case of a Permitted AcquisitionGuaranty 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 applicable Restricted Subsidiaries Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall have thirty (30) days (subject to extension in the sole discretion of reasonably be requested by the Administrative Agent) in which . If at any time such Person is not otherwise required to satisfy this Section 8.14(d); provided further, that if guarantee the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation Indebtedness hereunder (whether pursuant to the value afforded thereby, the Administrative Agent may waive the requirements other provisions of this Section 8.14(d8.14 or otherwise) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2or under any other Loan Document, as such may be amended from time to time) except with respect to material Buildings required 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 2002 Senior Subordinated Notes or the Permitted Additional Senior Subordinated Notes, as the case may be, such Person shall be subject to a Lien, in which case, released from its guarantee obligations with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by Indebtedness and the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIPevidence such release.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(e)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that If the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), 8.12(e) to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component 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 8085% 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 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Total PV, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(b), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iiiii) any Domestic Subsidiary incurs or guarantees any IndebtednessDebt, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner pledge all of the Equity Interests in of such Domestic new Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign SubsidiarySubsidiary which has total assets in excess of $500,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any event within thirty (30) days after such acquisition guaranty, the Borrower shall, or formation) shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 6665% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, ) and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Total Reserve Value, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(a), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iiiii) any Domestic Subsidiary incurs or guarantees any IndebtednessDebt, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner pledge all of the Equity Interests in of such Domestic new Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign SubsidiarySubsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any event within thirty (30) days after such acquisition guaranty, the Borrower shall, or formation) shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 6665% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, ) and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Upstream Component proved Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to through (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component 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 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and 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 Upstream Oil and Gas Properties pursuant to this Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that If (i) the Borrower or any Restricted Subsidiary creates or acquires any Material Domestic Subsidiary, Subsidiary or (ii) the Borrower determines that any Restricted Subsidiary is becomes a Material Domestic Subsidiary (whether pursuant to the definition of Material Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtednessotherwise), then the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shallcause, or shall cause such Domestic Subsidiary its Subsidiaries to, promptly, but in any event no later than ten (10) days after the date of creation or acquisition thereof or the date such Subsidiary becomes a Material Subsidiary, as the case may be (or such later date as the Administrative Agent may agree in its sole discretion): (A) execute cause such Subsidiary to become a Guarantor by executing and deliver delivering to the Administrative Agent a duly executed supplement to the Guaranty Guarantee and Collateral Agreement executed by (or such Domestic Subsidiaryother document as the Administrative Agent shall deem appropriate for such purpose), (B) cause the owner pledge all of the Equity Interests in of such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Recognized Value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueRecognized Value, then the Borrower shall, and shall cause its Restricted the Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRecognized 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 Restricted Subsidiary places a Lien on its Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted the Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component 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 at least 80% 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 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic SubsidiaryThe Parent, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, OP LLC and the Borrower shall promptly (cause each Domestic Subsidiary of any of them, and in any event within thirty (30) days other Domestic Subsidiary that guarantees any Debt of such acquisitionany other Credit Party, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Security 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 a supplement to the Guaranty and Collateral Security Agreement executed by such Domestic Subsidiaryor a supplement thereto, as applicable, (Bii) cause the owner of the Credit Party that owes Equity Interests in such Domestic Subsidiary to pledge such all of the Equity Interests of such new Domestic Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, to the extent certificated, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) 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 SubsidiarySubsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreementpromptly, (ii) pledge 6665% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, ) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (d) The 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 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 at represent substantially all times cause of the other material tangible Oil and intangible Property Gas Properties of the Borrower and each Restricted Subsidiary not covered the Domestic Subsidiaries. All such Liens will be created and perfected by clauses (a) through (c) above to be subject to a Lien pursuant to and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments; provided, that all in the case of a Permitted Acquisition, the Borrower form and the applicable Restricted Subsidiaries shall have thirty (30) days (subject substance reasonably satisfactory to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, and in its sole discretion, that the cost of obtaining a Lien on any such other material tangible sufficiently executed (and acknowledged where necessary or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(dappropriate) with respect to such Propertycounterparts for recording purposes. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in 39 C.F.R. § 339.2the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, as that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such may Building or Manufactured (Mobile) Home shall be amended from time to time) except with respect to material Buildings required included in the Mortgaged Property and shall be encumbered by the Administrative Agent 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 be subject to a Lien, in which case, with respect to each such material exist any Lien on any Building or Manufactured (each a “Mortgaged Building”Mobile) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIPHome except Excepted Liens.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Parent Guarantor and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component 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 8085% 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 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Recognized Value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueRecognized Value, then the Borrower shall, and shall cause its Restricted the Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRecognized 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 Restricted Subsidiary places a Lien on its Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the The Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted each Domestic Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 30 days after the formation or acquisition (Aor other similar event) of such Domestic Subsidiary, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (Bii) cause the owner pledge all of the Equity Interests in of such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) 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 promptlyshall, or shall cause such Domestic Subsidiary to promptly (and to, promptly, but in any event within thirty (30) no later than 30 days after such acquisition or formation) the date of becoming an owner thereof, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 6665% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, ) and (iiiii) 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 Any Person that must guarantee the other material tangible and intangible Property of Indebtedness in order for the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien in compliance with Section 9.04(b)(ii)(C) shall guarantee the Indebtedness pursuant to the Security Instruments; provided, that in the case of a Permitted AcquisitionGuaranty 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 applicable Restricted Subsidiaries Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall have thirty (30) days (subject to extension in the sole discretion of reasonably be requested by the Administrative Agent) in which . If at any time such Person is not otherwise required to satisfy this Section 8.14(d); provided further, that if guarantee the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation Indebtedness hereunder (whether pursuant to the value afforded thereby, the Administrative Agent may waive the requirements other provisions of this Section 8.14(d8.14 or otherwise) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2or under any other Loan Document, as such may be amended from time to time) except with respect to material Buildings required 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 Senior Notes, the Senior Subordinated Notes or, if applicable, any Permitted Additional Notes, as the case may be, such Person shall be subject to a Lien, in which case, released from its guarantee obligations with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by Indebtedness and the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIPevidence such release.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the The Borrower shall promptly (and in any event within thirty (30) days cause each of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary its Subsidiaries to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (Bii) cause the owner pledge all of the Equity Interests in of such Domestic new Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof, if applicable) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Borrowing Base Redetermination, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Borrowing Base Properties as set forth in such Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Upstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that (i) the Borrower or any Restricted Subsidiary acquires any Material Domestic Subsidiary, (ii) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees any Indebtedness, the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (Bii) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) 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 promptly, or shall cause such Domestic Subsidiary to promptly (and in any event within thirty (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) 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 the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above (other than the Royalty Interests) to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.

Additional Collateral; Additional Guarantors. (a) In connection with each Upstream Component Redeterminationredetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Upstream Component Oil and Gas Properties as set forth evaluated in such the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries the Guarantors to, grant, within thirty (30) 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Secured Obligations Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Upstream Component Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. 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 Restricted Subsidiary places a Lien on its Upstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). (b) In the event that The Borrower shall cause (i) the Borrower or any Restricted Subsidiary acquires any each of its Material Domestic Subsidiary, Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the Borrower determines that obligations with respect to the PIK Toggle Notes or any Restricted Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following any acquisition or creation (or similar event) of a new Material Subsidiary is (or following any Person other than a Material Domestic Subsidiary Guarantor providing a guaranty in respect of the PIK Toggle Notes or (iii) any Domestic Subsidiary incurs or guarantees any IndebtednessPermitted Senior Unsecured Notes), the Borrower shall promptly (and in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Material Subsidiary (or other Person), to guarantee the Secured Obligations pursuant (A) become a party to the Guaranty Agreement by executing and Collateral Agreement. In connection with any guaranty, the Borrower shall, delivering an amendment or shall cause such Domestic Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement in form and Collateral Agreement executed by such Domestic Subsidiary, substance acceptable to the Administrative Agent and (B) cause the owner of the Equity Interests in such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then . If the Borrower shall promptlyat any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, or shall cause each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary to promptly (and Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within thirty 20 Business Days (30) days after such acquisition or formation) (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, 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), so long as such pledge does not result in adverse tax consequences to the Borrower or such Domestic Subsidiary, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably deadline may be requested extended by the Administrative Agent. (d) The Borrower will at all times cause the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion), that the cost Borrower shall cause one or more of obtaining such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a Lien on any such other material tangible or intangible Property is excessive in relation joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect Guaranty Agreement such that after giving effect to such Propertyguarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000. (e) The Liens on such Mortgaged Properties shall exclude “Buildings” (as defined in 39 C.F.R. § 339.2, as such may be amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in which case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the National Flood Insurance Program (“NFIP”), if such insurance is available, in such amount as Administrative Agent may from time to time reasonably require, not to exceed, however, the maximum coverage available to Borrower under the NFIP.