Potential Collateral means any property of a Borrower which is not at the time included in the Collateral and which consists of (a) Eligible Owned Real Estate, (b) Eligible Villa Units or (c) Real Estate which is capable of becoming Eligible Owned Real Estate or Eligible Villa Units, as applicable, through the inclusion of such property on Schedule 1.1(c) or 1.1(d) or the approval of the Required Lenders and Administrative Agent and the completion and delivery of Eligible Owned Real Estate Qualification Documents (subject to the proviso of clause (d) of the definition of Eligible Owned Real Estate) or Eligible Villa Unit Qualification Documents, as applicable.
As used in this paragraph, "Potential Collateral" means any of Borrower's or any Subsidiary's Oil and Gas Properties (which are not already Collateral) which are identified as containing proved Hydrocarbon reserves, whether currently existing or hereafter acquired.
Thereafter, the Agent shall have ten (10) Business Days from the date of the receipt of such documentation and other information to advise the Borrower whether the Required Lenders consent to the acceptance of such Guarantor Collateral or Potential Collateral.
In the event the Borrower desires to replace Collateral or add additional Potential Collateral or Guarantor Collateral as aforesaid, the Borrower shall provide written notice to the Agent of such request (which the Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit the Agent to determine whether such Real Estate is Eligible Real Estate.
The decision of the Required Lenders to grant or withhold their consent to the acceptance of Guarantor Collateral or Potential Collateral under this Section 5.3 shall be based on the factors set forth in this Section 5.3 and the other provisions of this Agreement relating to Eligible Real Estate and Mortgaged Properties.
Upon Administrative Agent's prior written request at any time after the occurrence of an Unmatured Default, Borrower will provide, and require the Potential Mortgagors to provide, that all or any of the Potential Collateral Properties shall secure payment and performance of the Obligations.