Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in 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 represent less than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, to the Administrative Agent or its designee as security for the Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent (i) at least 8595% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and productionproduction and (ii) any leases that were extended by payment and not production after the delivery of the previous Reserve Report that are not Mortgaged Properties. In the event that If the Mortgaged Properties do not represent less than 85at least 95% of the such total value and all of the proved Oil leases that were extended by payment and Gas Properties not production after the delivery of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed previous Reserve Report delivered to the Administrative Agentthat are not Mortgaged Properties, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grantgrant (from its available unencumbered Property), within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate required under Section 8.12(c), to the Administrative Collateral Agent or its designee 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 Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such total value and all of the Mortgaged Properties is equal to or greater than 85% leases that were extended by payment and not production after the delivery of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such previous Reserve ReportReport that are not Mortgaged Properties. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Collateral Agent or its designee and the Borrower and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85have a PV9% of not less than the total Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the calculations used to determine such PV9% value of the proved Oil and Gas Mortgaged Properties certified by a Responsible Officer of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionBorrower. In the event that the Mortgaged Properties represent less than 85do not have a PV9% of at least the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentMinimum Collateral Value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries (other than the Designated Borrowing Base Entities) to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject only to Excepted Liens permitted by Section 9.03 which may attach of the type described in clauses (a) to Mortgaged Property(e), (g) and (h) of the definition thereof) on additional Oil and Gas Properties of (other than those owned by Designated Borrowing Base Entities or not included in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments most recently delivered Reserve Report) such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater will have a PV9% value, based upon such projections and assumptions, of not less than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportMinimum Collateral Value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements 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 Oil and Gas Properties that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.09(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBaseRBL Component, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties consisting of Oil and Gas Properties represent at least 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries Proved Reserves evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties represent less than 85% of the total value of the proved Oil and Gas Properties comprising Mortgaged Properties do not represent at least 80% of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch total value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien interest (provided the Excepted Liens of the type described in clauses (i) to (iv) and (vi) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) the provisos at the end of such definition)may exist, on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties comprising Mortgaged Properties will represent at least 80% of such total value. In connection with each redetermination of the Midstream Component, the Borrower shall review its Midstream Properties to determine if Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA at the most recent Scheduled Midstream Component Recalculation are subject to a Lien of the Security Instruments and, to the extent that Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA at the most recent Scheduled Midstream Component Recalculation are not then subject a Lien of the Security Instruments, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Restricted Subsidiaries evaluated in Administrative Agent or its designee as security for the Obligations a first-priority Lien (provided the Excepted Liens may exist) on additional Midstream Properties not already subject to a Lien of the Security Instruments such Reserve Reportthat Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA at the most recent Scheduled Midstream Component Recalculation become subject to the Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties or Midstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).. Third Amended and Restated Credit Agreement – Page 85 715347206 14464587 716874472 14464587

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85have a PV9% value of not less than the Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the total calculations used to determine such PV9% value of the proved Oil and Gas Mortgaged Properties certified by a Responsible Officer of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionBorrower. In the event that the Mortgaged Properties represent less than 85do not have a PV9% of the total value of at least the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentMinimum Collateral Value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries Subsidiary to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject only to Excepted Liens permitted by Section 9.03 which may attach of the type described in clauses (a) to Mortgaged Property(e), (g) and (h) of the definition thereof) on additional Oil and Gas Properties of (other than those not included in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments most recently delivered Reserve Report) such that after giving effect thereto, the Mortgaged Properties will have a PV9% value, based upon such projections and assumptions, of not less than the Minimum Collateral Value; provided, if no Permitted Senior Debt shall have been issued and be outstanding pursuant to Section 9.02(j), if such first-priority Lien interests on additional Oil and Gas Properties shall not have been granted within the time period allowed therefor, the Borrowing Base shall be automatically reduced to an amount equal to the PV9% value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportProperties. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements 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 Oil and Gas Properties that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.09(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base and, as applicable, Conforming Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8580% (or at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent less than 85at least 80% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated (or at least 95%, as provided below, in the most recently completed Reserve Report delivered to event the Administrative AgentBorrowing Base then exceeds the Conforming Borrowing Base) of such total value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate required under Section 8.12(c), to the Administrative Agent or its designee as security for the 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 Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to will represent at least 80% (or greater than 85% at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of the such total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Reportvalue. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). Notwithstanding the foregoing or anything to the contrary contained herein, on the Effective Date and at all times that the Borrowing Base exceeds the Conforming Borrowing Base, the Mortgaged Properties must represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report (including the Initial Reserve Report) after giving effect to exploration and production activities, acquisitions, dispositions and production.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Borrowing Base Properties which are Mortgaged Properties represent at least 8590% of the total value PV-10 of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent less than 85at least 90% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch PV-10 value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the other Loan Parties to, grant, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateCertificate required under Section 8.11(c), to the Administrative Agent or its designee 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 Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85will represent at least 90% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportPV-10 value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 90% (rather than 100%) of the PV-10 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-10 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be (but shall not be required to be) up to 100% at any time.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base and, as applicable, Conforming Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8580% (or at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent less than 85at least 80% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated (or at least 95%, as provided below, in the most recently completed Reserve Report delivered to event the Administrative AgentBorrowing Base then exceeds the Conforming Borrowing Base) of such total value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate required under Section 8.12(c), to the Administrative Agent or its designee as security for the 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 Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to will represent at least 80% (or greater than 85% at least 95%, as provided below, in the event the Borrowing Base then exceeds the Conforming Borrowing Base) of the such total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Reportvalue. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b). Notwithstanding the foregoing or anything to the contrary contained herein, on the Effective Date and at all times that the Borrowing Base exceeds the Conforming Borrowing Base, the Mortgaged Properties must represent at least 95% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report (including the Initial Reserve Report) after giving effect to exploration and production activities, acquisitions, dispositions and production.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8590% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in 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 represent less than 8590% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretiondiscretion and to the extent permitted by the Second Lien Notes) of the delivery of the Reserve Report Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 8590% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report.; provided, that with respect to the Reserve Report delivered in connection with the Scheduled Redetermination as of April 1, 2021, notwithstanding the foregoing, the Borrower shall (x) comply with this Section 8.14(a) within 30 days of the Third Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion) and (y) grant to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on substantially all of the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries located in Fayette County, Pennsylvania as of the Third Amendment Effective Date promptly following the recording of the applicable conveyances granting the Borrower or Restricted Subsidiary record title to such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee Guaranty and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination delivery of the Borrowing Basea Reserve Report, the Borrower Company shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(b)) to ascertain whether the Mortgaged Properties represent at least 85% (w) ninety percent (90%) of the total value PV-10 of the proved Oil and Gas Properties Proved Developed Producing Reserves of the Borrower Company and the Restricted it Subsidiaries evaluated in the most recently completed such Reserve Report, (x) ninety percent (90%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (after giving effect to exploration and production activities, acquisitions, dispositions and production) and (y) prior to the APOD Completion Date, all of the Oil and Gas Properties of the Company and its Subsidiaries included in the APOD (collectively, the “Collateral Coverage Minimum”). In the event that the Mortgaged Properties do not represent less than 85% of at least the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentCollateral Coverage Minimum, then the Borrower Company shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty thirty (6030) days (or such later date as longer period of time agreed to by the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateCertificate required under Section 8.12(c), to the Administrative Agent or its designee 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 shall be permitted to exist thereupon, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of will represent at least the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportCollateral Coverage Minimum. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and Collateral Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase pursuant to the terms of the Senior Revolving Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the such Mortgaged Properties represent at least 8580% of the total value Engineered Value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the such Mortgaged Properties do not represent less than 85at least 80% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch Engineered Value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, grant, within sixty thirty (6030) days of delivery of the certificate required under Section 8.12(c) (or such later date as may be acceptable to the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateAgent), to the Administrative Agent or its designee as security for the Obligations Indebtedness a firstsecond-priority Lien interest (subject to Excepted Liens permitted by Section 9.03 which may attach to Mortgaged Propertyother than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties of evaluated in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved that constitute Oil and Gas Properties will represent at least 80% of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination To the extent required pursuant to the terms of the Borrowing BaseABL Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8590% (or such other higher or lower percentage required by the ABL Credit Agreement) of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent less than 85at least 90% (or such other higher or lower percentage required by the ABL Credit Agreement) of the such total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentvalue, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate required under Section 8.10, to the Administrative Agent or its designee as security for the Secured Obligations a firstsecond-priority Lien interest (provided that Permitted Liens of the type described in clauses (a) to (f) and (l) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to will represent at least 90% (or greater than 85% such other higher or lower percentage required by the ABL Credit Agreement) of the such total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Reportvalue. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee (it being understood that any form satisfactory to the ABL Facility Administrative Agent shall be satisfactory) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.11(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8595% of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent less than 85at least 95% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch PV-9 value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the other Loan Parties to, grant, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateCertificate required under Section 8.11(c), to the Administrative Agent or its designee 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 Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85will represent at least 95% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportPV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 95% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time.

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower Company shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi4.13(b)) to ascertain whether the Mortgaged Properties represent include (i) (A) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 8595% of the total present value (using a 10% discount rate and as such value is set forth in such Reserve Report) of the proved all Proved Developed Producing Reserves evaluated in such Reserve Report and (B) Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in 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 represent less than 85constituting Proved Reserves representing at least 95% of the total present value (using a 10% discount rate and as such value is set forth in such Reserve Report) of all Proved Reserves evaluated in such Reserve Report, (ii) subject to Section 4.15(f)(i), substantially all of the proved Note Parties’ Oil and Gas Properties of not constituting Proved Reserves to the Borrower extent mortgages on such Oil and Gas Properties are required or otherwise provided under the Restricted Subsidiaries evaluated First Lien Credit Agreement or the Credit Facility and (iii) substantially all midstream assets and any infrastructure or related Oil and Gas Property (subject to Section 4.15(f)(ii) below, the “Mortgage Coverage Requirement”). If the Mortgaged Properties do not include the requisite Properties as set forth in the most recently completed Reserve Report delivered to the Administrative Agentforegoing clauses (i), (ii) and (iii),Mortgage Coverage Requirement, then the Borrower Company shall, and shall cause each of its Restricted Subsidiaries to, grantgrant (from its available unencumbered Property), within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate required under Section 4.13(b), to the Administrative Collateral Agent or its designee as security for the Obligations Secured Obligations, a firstsecond-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 Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries midstream properties not already subject to a Lien of the Security Instruments Documents such that after giving effect thereto, the value Mortgaged Properties will include such requisite Properties as set forth in such clauses (i), (ii) and (iii) of the immediately preceding sentencesatisfy the Mortgage Coverage Requirement; provided that, in the event that the First Lien Agent grants an extension to the Company’s obligation to grant Liens on Mortgaged Properties is equal to or greater than 85% required by any substantively equivalent section of the total value First Lien Credit Agreement as in effect on the First Supplemental Indenture Date to this Section 4.15(a) or, if the First Lien Credit Agreement ceases to exist, by any substantively equivalent section of the proved Oil and Gas Properties Credit Facility, then the Company’s obligations under this Section 4.13(a) shall be automatically extended for the length of such extension (but, in any case, to a date no later than thirty (30) days after the Borrower and original required date of delivery), without the Restricted Subsidiaries evaluated in such Reserve Reportneed for further written modification to this Indenture. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security InstrumentsDocuments, all in form and substance reasonably satisfactory necessary to properly grant and perfect the Administrative Agent or its designee Collateral Agent’s liens and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b4.15(b).

Additional Collateral; Additional Guarantors. (a) In a)In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.11(c)(vi8.11(c)(iv)) to ascertain whether the such Mortgaged Properties represent at least 8580% of the total value Engineered Value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the such Mortgaged Properties do not represent less than 85at least 80% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch Engineered Value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the Subsidiary Guarantors to, grant, within sixty thirty (6030) days of delivery of the certificate required under Section 8.11(c) . (or such later date as may be acceptable to the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateAgent), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to Excepted Liens permitted by Section 9.03 which may attach to Mortgaged Propertyother than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties of evaluated in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved that constitute Oil and Gas Properties will represent at least 80% of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.11(c)(vi8.12(c)(iv)) to ascertain whether the such Mortgaged Properties represent at least 8580% of the total value Engineered Value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the such Mortgaged Properties do not represent less than 85at least 80% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch Engineered Value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the Subsidiary Guarantors to, grant, within sixty thirty (6030) days of delivery of the certificate required under Section 8.12(c). (or such later date as may be acceptable to the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateAgent), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to Excepted Liens permitted by Section 9.03 which may attach to Mortgaged Propertyother than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties of evaluated in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved that constitute Oil and Gas Properties will represent at least 80% of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent less than at least 85% of the such total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated or in the most recently completed Reserve Report delivered to event that any Tranche B Loans remain outstanding and unpaid after the Administrative AgentTranche B Termination Date, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject only to Excepted Liens permitted by Section 9.03 which may attach of the type described in clauses (a) to Mortgaged Property(d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value Mortgaged Properties will represent at least 85% of such total value. In the event that the Tranche B Loans have been paid in full, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties is equal to or greater than will represent at least 85% of the total value of the proved Oil and Gas Properties of included in the Borrower and the Restricted Subsidiaries evaluated in such Reserve Reportthen effective Borrowing Base. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for the avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed such Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent less than at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch PV-9 value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the other Loan Parties to, grant, within sixty thirty (6030) days of delivery of the Reserve Report Certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to provided that Excepted Mortgaged Property Liens permitted by Section 9.03 which may attach to Mortgaged Propertyexist) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than will represent at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportPV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 grants a Lien on its 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 8.13(b8.14(b). It is understood that the obligation to pledge and provide such first priority perfected liens (subject to Excepted Mortgaged Property Liens) on only 85% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Borrowing Base Properties; accordingly, at any time that an Event of Default has occurred and is continuing, the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be may be increased up to 100% (but in no case in a manner that would be unduly burdensome for the Borrower) upon reasonable request of the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Oil and Gas Properties (as described in Section 8.11(c)(vi)) subject to Mortgages to ascertain whether the Mortgaged such Oil and Gas Properties represent at least 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed recent Reserve Report, Report and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties represent less than 85% of the total value of the proved Oil and Gas Properties subject to Mortgages do not represent at least 80% of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch total value, then the Parent or the Borrower shall, and shall cause each of its the Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject only to Liens permitted by pursuant to Section 9.03 which may attach to Mortgaged Property6.02) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments Collateral Documents such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties subject to Mortgages will represent at least 80% of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Reporttotal value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreementmortgages, deeds of trust, mortgages, security agreements and financing statements or other Security InstrumentsCollateral Documents, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b5.13(b). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Administrative Agent, the Lenders and the Credit Parties acknowledge and agree that no “building” or “mobile home” (each as defined in Regulation H promulgated under the Flood Insurance Laws) shall secure the Secured Obligations or constitute Mortgaged Property or Collateral (and to the extent that any Lien created under any Security Document encumbers any “building” or “mobile home” (each as defined in Regulation H promulgated under the Flood Insurance Laws) to secure the Secured Obligations, the Administrative Agent is authorized to deliver a release with respect such “building” or “mobile home”).

Additional Collateral; Additional Guarantors. (aaa) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85have a PV9% value of not less than the Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the total calculations used to determine such PV9% value of the proved Oil and Gas Mortgaged Properties certified by a Responsible Officer of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionBorrower. In the event that the Mortgaged Properties represent less than 85do not have a PV9% of the total value of at least the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentMinimum Collateral Value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries Subsidiary to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject only to Excepted Liens permitted by Section 9.03 which may attach of the type described in clauses (a) to Mortgaged Property(e), (g) and (h) of the definition thereof) on additional Oil and Gas Properties of (other than those not included in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments most recently delivered Reserve Report) such that after giving effect thereto, the Mortgaged Properties will have a PV9% value, based upon such projections and assumptions, of not less than the Minimum Collateral Value; provided, if no Permitted Senior Debt shall have been issued and be outstanding pursuant to Section 9.02(j), if such first-priority Lien interests on additional Oil and Gas Properties shall not have been granted within the time period allowed therefor, the Borrowing Base shall be automatically reduced to an amount equal to the PV9% value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportProperties. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements 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 Oil and Gas Properties that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.09(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.11(c)(vi8.11(c)(iv)) to ascertain whether the such Mortgaged Properties represent (x) at all times prior to the Merge Trigger Date, at least 8590% (by value) of the Merge Assets and (y) at all times, at least 90% of the total value Engineered Value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the such Mortgaged Properties do not represent less than 85(x) at all times prior to the Merge Trigger Date, at least 90% (by value) of the Merge Assets and (y) at all times, at least 90% of such Engineered Value, then: (i) other than in connection with the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentBorrowing Base redetermined for fall 2017, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the Subsidiary Guarantors to, grant, within sixty thirty (6030) days of delivery of the certificate required under Section 8.11(c) (or such later date as may be acceptable to the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateAgent), to the Administrative Collateral Agent or its designee as security for the Priority Lien Obligations a first-priority Lien interest (subject to Excepted Liens permitted by Section 9.03 which may attach to Mortgaged Propertyother than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties of evaluated in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved that constitute Oil and Gas Properties will represent (x) prior to the Merge Trigger Date, at least 90% (by value) of the Merge Assets and (y) at all times, at least 90% of such Engineered Value, and (ii) in connection with the Borrowing Base redetermined for fall 2017, the Borrower shall, and shall cause the Restricted Subsidiaries Subsidiary Guarantors to, grant, within forty-five (45) days after the Amendment No. 11 Effective Date (or such later date as may be acceptable to the Administrative Agent), to the Collateral Agent as security for the Priority Lien Obligations a first-priority Lien interest (subject to Excepted Liens other than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such Reserve Reportthat after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent (x) prior to the Merge Trigger Date, at least 90% (by value of the Merge Assets and (y) at all times, at least 90% of such Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Collateral 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseRBL ComponentReserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties consisting of Oil and Gas Properties represent at least 8590% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries Proved Reserves evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties represent less than 85% of the total value of the proved Oil and Gas Properties comprising Mortgaged Properties do not represent at least 90% of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch total value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien interest (subject to provided the Excepted Liens permitted by Section 9.03 which may attach to Mortgaged Propertyexist,) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties comprising Mortgaged Properties will represent at least 90% of such total value. In connection with each redetermination of the Midstream Component, the Borrower and shall review its Midstream Properties to determine if Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA at the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions most recent Scheduled Midstream Component Recalculation are subject to a Lien of the Guarantee and Collateral AgreementSecurity Instruments and, deeds to the extent that Midstream Properties that contributed at least 90% of trust, mortgages, security agreements and financing statements or other Midstream Adjusted EBITDA at the most recent Scheduled Midstream Component Recalculation are not then subject a Lien of the Security Instruments, all in form then the Borrower shall, and substance reasonably satisfactory shall cause its Subsidiaries to, grant 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).733476286 14464587

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in 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 represent less than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretiondiscretion and to the extent permitted by the Second Lien Notes) of the delivery of the Reserve Report Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee Guaranty and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in 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 represent less than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee Guaranty and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of information regarding current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the proved Oil and Gas Properties that constitute Mortgaged Properties represent (i) subject to certain de minimis exceptions set forth in the applicable Security Instruments, one hundred percent (100%) of the Loan Parties’ proved Oil and Gas Properties located in San Xxxx County, Utah, (ii) subject to certain de minimis exceptions set forth in the applicable Security Instruments, at least 85% ninety percent (90%) of the Loan Parties’ Oil and Gas Properties located in the Permian Basin and (iii) in the aggregate, a percentage of the total present value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve ReportReport greater than or equal to the Mortgage Threshold, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the proved Oil and Gas Properties that constitute Mortgaged Properties do not represent less than 85% (i) subject to certain de minimis exceptions set forth in the applicable Security Instruments, one hundred percent (100%) of the Loan Parties’ proved Oil and Gas Properties located in San Xxxx County, Utah, (ii) subject to certain de minimis exceptions set forth in the applicable Security Instruments, at least ninety percent (90%) of the Loan Parties’ Oil and Gas Properties located in the Permian Basin and (iii) in the aggregate, a percentage of the total present value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered greater than or equal to the Administrative AgentMortgage Threshold, then the Borrower shall, and each Loan Party shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject only to Excepted Liens permitted by Section 9.03 which may attach of the type described in clauses (a) to Mortgaged Property(d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional proved Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved Oil and Gas Properties that constitute Mortgaged Properties will represent (i) subject to certain de minimis exceptions set forth in the applicable Security Instruments, one hundred percent (100%) of the Borrower Loan Parties’ proved Oil and Gas Properties located in San Xxxx County, Utah, (ii) subject to certain de minimis exceptions set forth in the Restricted Subsidiaries evaluated applicable Security Instruments, at least ninety percent (90%) of the Loan Parties’ Oil and Gas Properties located in the Permian Basin and (ii) otherwise, a percentage of such Reserve Reporttotal present value greater than or equal to the Mortgage Threshold. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreementmortgages, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each Scheduled Redetermination of the Borrowing Base and any redetermination of the Borrowing BaseBase in connection with an acquisition or Disposition of Property permitted hereunder, the Borrower shall review the Reserve Report its and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the proved Guarantors’ Oil and Gas Properties of the Borrower to ascertain whether such Oil and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionGas Properties are Mortgaged Properties. In the event that the Mortgaged Properties do not represent substantially all, but in no event less than 85% ninety-five percent (95%), of the total value of the proved Oil and Gas Properties of the Borrower its and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentGuarantors’ (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing,” then the Borrower shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, grant, within sixty forty-five (6045) days of delivery of the certificate required under Section 8.12(c) (or such later date not to exceed forty-five (45) additional days as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate), to the Administrative Agent or its designee as security for the Obligations a first-priority Lien interest (subject only to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional such Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value Mortgaged Properties will constitute substantially all, but in no event less than ninety-five percent (95%) of each of the Borrower’s and the Guarantors’ (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing.” If any Mortgaged Properties Property includes a structure with two or more walls that is equal located in a special flood hazard zone, the Obligors shall deliver evidence that the flood insurance requirements have been satisfied to or greater than 85% the Administrative Agent contemporaneously with delivery of the total value of Security Instruments, and the proved Administrative Agent shall be satisfied that flood insurance requirements have been satisfied. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportSubsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8590% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in 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 represent less than 8590% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent and the Collateral Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, to the Administrative Collateral Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 8590% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Collateral 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including, for avoidance of doubt, any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value PV-10 of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent less than at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch PV-10 value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the other Loan Parties to, grant, within sixty thirty (6030) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateCertificate required under Section 8.11(c), to the Administrative Agent or its designee 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 Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than will represent at least 85% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportPV-10 value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-10 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-10 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be (but shall not be required to be) up to 100% at any time.

Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the Reserve Report and the list of information regarding current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the proved Oil and Gas Properties that constitute Mortgaged Properties represent at least 85% (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) in the aggregate, a percentage of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve ReportReport greater than or equal to the Mortgage Threshold, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the proved Oil and Gas Properties that constitute Mortgaged Properties do not represent less than 85% (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) in the aggregate, a percentage of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered greater than or equal to the Administrative AgentMortgage Threshold, then the Borrower shall, and each Loan Party shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a firstsecond-priority Lien interest (with priority subject only to Liens permitted by the terms of by Section 9.03 which may attach or operation of law to Mortgaged Property) on have priority)on additional proved Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the proved Oil and Gas Properties that constitute Mortgaged Properties is equal to or greater than 85% of the total value will represent (i) one hundred percent (100%) of the proved Oil and Gas Properties held by the Loan Parties in San Xxxx County, Utah and (ii) otherwise, a percentage of such total value greater than or equal to the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportMortgage Threshold. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreementmortgages, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.11(c)(vi8.11(c)(iv)) to ascertain whether the such Mortgaged Properties represent at least 8580% of the total value Engineered Value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the such Mortgaged Properties do not represent less than 85at least 80% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch Engineered Value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the Subsidiary Guarantors to, grant, within sixty thirty (6030) days of delivery of the certificate required under Section 8.11(c). (or such later date as may be acceptable to the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateAgent), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to Excepted Liens permitted by Section 9.03 which may attach to Mortgaged Propertyother than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties of evaluated in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved that constitute Oil and Gas Properties will represent at least 80% of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportEngineered Value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase (including any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% eighty percent (80%) of the total value PV-9 of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production; provided that, if the Borrower is undertaking a Permitted Acquisition of Borrowing Base Properties, (A) the Borrower shall have sixty (60) days after the consummation of such Permitted Acquisition (subject to extension at the discretion of the Administrative Agent) to Mortgage such Borrowing Base Properties, so that, after such grace period, the Borrower will comply with the eighty percent (80%) requirement and (B) such new Borrowing Base Properties will be disregarded for purposes of calculating compliance with the eighty percent (80%) requirement during the grace period (it being understood that the Borrower will be required to Mortgage at least eighty percent (80%) of the PV-9 of the other Borrowing Base Properties). In the event that the Mortgaged Properties do not represent less than 85% at least eighty percent (80%) of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agentsuch PV-9 value, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate required under Section 8.11(c), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to Liens permitted by under Section 9.03 which may attach to Mortgaged Property9.03) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% will represent at least eighty percent (80%) of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve ReportPV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements supplementing existing Mortgages or other Security Instruments, all entering into new Mortgages substantially in form and substance reasonably satisfactory to of then existing Mortgages and related Security Instruments, which the Administrative Agent or its designee and may reasonably require. If, in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether either (i) the Mortgaged Properties represent at least 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries evaluated in the most recently completed Reserve ReportReport or (ii) as of the date of such redetermination, the Collateral Coverage Ratio is equal to or greater than 2.5 to 1.0, in each case after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that both (X) the Mortgaged Properties represent less than 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered and (Y) the Collateral Coverage Ratio is less than 2.5 to the Administrative Agent1.0, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty ninety (6090) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the its Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of either (i) the Mortgaged Properties is are equal to or greater than 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the its Restricted Subsidiaries evaluated in such Reserve ReportReport or (ii) the Collateral Coverage Ratio is equal to or greater than 2.5 to 1.0. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with the preparation of each redetermination of the Borrowing BaseReserve Report, the Borrower shall review the such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.11(b)(v)) to ascertain whether the Mortgaged Properties represent at least 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted its Subsidiaries evaluated in 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 represent less than 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted its Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentReport, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty ninety (6090) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificatecertificate contemplated by Section 8.11(b), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT its Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of thereto the Mortgaged Properties is are equal to or greater than 8580% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted its Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee and Collateral Agreement, deeds of trust, mortgages, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base (including any deemed redetermination of the Borrowing Base), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the proved that constitute Oil and Gas Properties to ascertain whether such Mortgaged Properties represent (x) at all times prior to the Merge Trigger Date, at least 90% (by value) of the Borrower Merge Assets and (y) at all times, at least 90% of the Restricted Subsidiaries Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report, Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the such Mortgaged Properties do not represent less than 85(x) at all times prior to the Merge Trigger Date, at least 90% (by value) of the Merge Assets and (y) at all times, at least 90% of such Engineered Value, then: (i) other than in connection with the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative AgentBorrowing Base redetermined for fall 2017, then the Borrower shall, and shall cause each of its Restricted Subsidiaries the Subsidiary Guarantors to, grant, within sixty thirty (6030) days of delivery of the certificate required under Section 8.11(c) (or such later date as may be acceptable to the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report CertificateAgent), to the Administrative Collateral Agent or its designee as security for the Priority Lien Obligations a first-priority Lien interest (subject to Excepted Liens permitted by Section 9.03 which may attach to Mortgaged Propertyother than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties of evaluated in the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total value of the proved that constitute Oil and Gas Properties will represent (x) prior to the Merge Trigger Date, at least 90% (by value) of the Borrower Merge Assets and the Restricted Subsidiaries evaluated (y) at all times, at least 90% of such Engineered Value, and (ii) in such Reserve Report. All such Liens will be created and perfected by and in accordance connection with the provisions of Borrowing Base redetermined for fall 2017, the Guarantee Borrower shall, and Collateral Agreementshall cause the Subsidiary Guarantors to, deeds of trustgrant, mortgages, 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 within forty-five (and acknowledged where necessary or appropriate45) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).days after the

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total PV-10 value of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in 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 represent less than 85% of the total PV-10 value of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, grant, within sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the delivery of the Reserve Report Certificate, to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted CREDIT AGREEMENT Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the total PV-10 value of the proved Oil and Gas Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guarantee Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, and accompanied by opinions of counsel as requested by the Administrative Agent, 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 Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).. 105