Common use of Further Assurances; Liens on Additional Property Clause in Contracts

Further Assurances; Liens on Additional Property. (a) The Company and the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders of Securities, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, Collateral after the Issue Date), in each case, as contemplated by, and, with the Lien priority required under, the Security Documents, and in connection with any merger, consolidation or sale of assets of the Company, the property and assets of the Person which is consolidated or merged with or into the Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time and from time to time, each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Documents for the benefit of the Holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in any Subsidiary that is required to become a Guarantor pursuant to Section 4.11, the Company shall promptly (but not in any event later than the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of Securitiesthe Parity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in . In connection with any merger, merger or consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated Company or merged with or into the Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such any newly acquired property and assets to be made subject to the Parity Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, provided that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue DateDate within the timeframes set forth herein) by the Company and the Subsidiary Guarantors in connection with the issuance of the Original Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any property or asset that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, and any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental Security Document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, then the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of date on which such equity interestssupplemental Security Documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid valid, enforceable and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary property or asset or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid valid, enforceable and enforceable perfected second-priority Lien on such Collateral collateral to the Collateral Agent Trustee for the benefit of the Holdersholders of Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Subsidiary Guarantor creates any additional Lien upon any property or asset that is required to constitute Collateral, or takes any actions to perfect any Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, shall, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable second-priority Lien upon such property or asset, or take such perfection actions, as applicable, for the benefit of the Holders and obtain all such related deliverables as shall have been delivered to the Priority Lien Agent or Junior Lien Agent, as applicable, in each case as security for the obligations of the Company with respect to the Securities, the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the performance of all other obligations of the Company and the Subsidiary Guarantors under the Note Documents. Neither the Trustee nor the Collateral Trustee shall have a duty to monitor the status of any Collateral or any future acquisition of property and rights that constitute Collateral, nor shall the Trustee or the Collateral Trustee have any duty to properly perfect the security interests. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent (in each case as gratuitous bailee or agent of the Collateral Trustee), the perfection actions and related deliverables described in this Section 10.03(c) shall not be required other than with respect to control agreements, which shall be subject to an additional 60-day grace period. (d) The Company shall deliver to the Collateral Trustee semi-annually on or before May 1 and November 1 in each calendar year, beginning November 1, 2019, an Officers’ Certificate certifying, as of the date of such certificate, the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as evaluated in the most recent Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report; provided that in the event the percentage of the PV-9 value so certified is not at least equal to 90% of the PV-9 value of such Proved Reserves, the Company shall, or shall cause the applicable Restricted Subsidiary to, within 60 days following delivery of such certificate, execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause such 90% requirement to be satisfied, (ii) satisfactory evidence of the delivery of all executed Mortgages (or amendments or supplements thereto) to the appropriate local counsel’s office for recording or the applicable recording office for recording (and payment of any taxes or fees in connection therewith) and (iii) an additional Officers’ Certificate certifying, as of the date of such certificate, that the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of such Proved Reserves, is at least equal to 90%. The Company shall send written evidence of the recording of any such Mortgages (or amendments or supplements thereto) promptly after the receipt thereof to the Collateral Trustee. The Company will also cause to be delivered to the Collateral Trustee, on the date of delivery of such Mortgages, an Opinion of Counsel (by appropriate counsel and subject to customary assumptions and qualifications) to the effect that, upon recording of such Mortgages and the filing of appropriate Uniform Commercial Code financing statements (or amendments to existing financing statements), the Collateral Trustee will have a valid and perfected lien with respect to the Oil and Gas Properties subject to such Mortgages. (e) Without limitation of any other obligations under this Section 10.03, promptly following the execution of any Mortgage, the Company shall file such Uniform Commercial Code financing statements necessary to perfect the security interest in any personal property Collateral granted under such Mortgage in the appropriate jurisdiction.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected second priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are (including any acquired Property or otherwise other Property required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date, including pursuant to Section 13.02) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from From and after the Issue Date, if the Company or any Guarantor acquires equity interests in any Subsidiary Property that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, if and to become the extent that any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental Security Document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental Security Documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary in the Collateral Trustee’s reasonable discretion to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Section 13.03(c) shall not be required. (d) Notwithstanding anything herein or in the other Note Documents to the contrary, neither the Company nor any Guarantor will be required to grant a security interest in, and the Collateral shall not include, any collateral securing Priority Lien Obligations that is or may be provided to certain issuers of letters of credit pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the holders of Priority Lien Obligations as a whole. In addition, the Collateral shall not include Excluded Property, except to the extent such assets or property are subject to a Priority Lien generally in favor of the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the holders of Priority Lien Obligations as whole. Notwithstanding anything to the contrary contained herein or in any other Note Document, Lariat Services, Inc. shall not be required to become a party to the Security Documents or grant Liens on its assets or properties for the benefit of the holders of the Parity lien Obligations. (e) The Company will deliver to the Trustee and the Collateral Trustee semi-annually on or before May 1 and November 1 in each calendar year, beginning November 1, 2015, an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes Oil and Gas Properties that include not less than 80% of the total discounted present value of proved reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries (excluding any proved reserves attributable to interests owned by any “variable interest entity”), as evaluated in the most recent Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report (the “minimum collateral requirement”). In the event that the Collateral does not represent at least 80% of such value, then the Company shall, or shall cause the applicable Guarantor to, within thirty (30) days of delivery of the certificate required under this Section 13.03(e), execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause the minimum collateral requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Trustee has a valid and perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) with respect to the real property that is subject to the applicable Mortgage; provided that, (x) to the extent corresponding mortgages securing the Priority Lien Obligations are being delivered and (y) Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages, no such opinion shall be required unless a corresponding opinion will be delivered to the Priority Lien Collateral Agent. (f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents.

Further Assurances; Liens on Additional Property. (a) The Company and the Subsidiary Guarantors Each Obligor shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, to the extent required to be perfected, perfected, and enforceable Liens, with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, merger or consolidation or sale of assets of the Companyany Obligor, the property and assets of the Person which is consolidated or merged with or into the Companysuch Obligor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company such Obligor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, each of the Company and the Subsidiary Guarantors Obligor shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be contain provisions that are materially more burdensome upon the Company and the Subsidiary Guarantors Obligors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date, including pursuant to Section 11.02) by the Company and the Subsidiary Guarantors Obligors in connection with the issuance of the Securities on or about the Issue Date. (c) . Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral recordings and filings of Mortgages, as described in Section 11.02(a), (iii) the execution and delivery of control agreements with respect to deposit accounts, securities accounts and uncertificated securities in the Collateral Agent’s manner contemplated by the Security Agreement or (or iv) the delivery (initially to the Priority Lien Agent’s, acting as set forth agent for the Collateral Trustee) of promissory notes and certificated securities accompanied with appropriate endorsements or transfer powers in the Intercreditor manner contemplated by the Security Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (dc) In addition, from and after the Issue Date, if any Obligor acquires any property or asset that constitutes collateral for the Company acquires equity interests in Priority Lien Debt or Junior Lien Debt, and any Subsidiary that is required Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days 60 days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary in the Collateral Trustee’s reasonable discretion to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted on such Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if any Obligor creates any additional Lien upon any assets or property that is required to become Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the such Obligor shall, to the extent permitted by applicable law, within 60 days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in Section 11.03(b)(iii) and (iv) and this Section 11.03(c) shall not be required. From and after the Issue Date, if any Obligor grants a Lien (an “Additional Collateral Lien”) on any property or assets, other than Excluded Property, to secure Indebtedness under a Credit Facility that does not constitute Priority Lien Debt, then the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but in any event no later than the date that is 60 days thereafter), to the extent permitted by applicable law, execute and deliver to the Collateral Trustee appropriate Security Documents in such form as shall be necessary in the Collateral Trustee’s reasonable discretion to grant the Collateral Trustee a valid and enforceable Lien on such property or assets perfected on a second lien basis to such Additional Collateral Lien to secure the Parity Lien Obligations, subject to the terms of an intercreditor arrangement substantially in the form of the Intercreditor Agreement, as it relates to the Priority Lien Debt and the Parity Lien Debt, including with respect to releases of such Liens. Notwithstanding anything to the contrary contained herein, any such property or assets that become subject to a Lien to secure the Parity Lien Obligations as provided in this Section 11.03(c) will not constitute “Collateral” for purposes of the Intercreditor Agreement. No Credit Facility shall be permitted to be secured as described in this second paragraph of this Section 11.03(c) unless the Priority Lien Agent shall have consented to such property and assets not constituting “Collateral” for purposes of the Intercreditor Agreement. (d) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents. (e) Each applicable Obligor will cause to be delivered to the Collateral Trustee an Opinion of Counsel to the effect that the Collateral Trustee has a valid and perfected Lien with respect to each real property subject to a Mortgage only in the circumstances required by the Collateral Trust Agreement. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Further Assurances; Liens on Additional Property. (a) The Company Each Issuer and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders holders of Securitiesthe Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Note Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Second-Priority Lien priority required under, the Security Documents, and in connection with any merger, consolidation or sale of assets of the Company, the property and assets of the Person which is consolidated or merged with or into the Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes Obligations, in the manner and to the extent required under the Security Note Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that or the Collateral Agent shall have no duty to make such request) Majority Holders at any time and from time to time, each Issuer and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documentssecurity documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent or Majority Holders may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Note Documents for the benefit of the Holders holders of Securitiesthe Obligations; provided, that no such Security Documentsecurity document, instrument or other document shall be materially more burdensome upon the Company Issuers and the Subsidiary Guarantors than the Notes Note Documents executed and delivered (or required to be executed and delivered promptly after pursuant to Section 5(o), Section 5(p), or Section 5(q) of the Issue DateNote Purchase Agreement) by the Company Issuers and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if any Issuer or any Guarantor acquires any property or asset that constitutes (or becomes) collateral for the Company acquires equity interests Priority Lien Debt, if and to the extent that any Priority Lien Document requires any supplemental security document for such collateral or other actions to achieve a perfected security interest in such collateral or if any Subsidiary that is required Issuer or Guarantor otherwise provides or agrees to become a Guarantor pursuant provide any of the foregoing to Section 4.11the Priority Lien Agent or any holder of Priority Lien Debt, the Company shall, or shall cause the Operating Partnership, Finance Corp. or the applicable Guarantor to, promptly (but not in any event later than the date that is 20 10 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents Security Documents (or amendments or supplements thereto, as applicable) in such form as shall be reasonably acceptable to Collateral Agent and as shall be necessary to grant the Collateral Agent a valid and enforceable perfected secondSecond-priority Priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary collateral or take such other actions in favor of the Collateral Agent as shall be necessary to grant a perfected Second-Priority Lien on such collateral to the Collateral Agent, subject to the terms of the Intercreditor Agreement and the other Note Documents. Additionally, subject to the Intercreditor Agreement and the other Note Documents, if any Issuer or any Guarantor creates any additional security interest upon any property or asset that would constitute Collateral, or takes any additional actions to perfect any existing security interest in Collateral, in each case for the benefit of any of the holders of the Priority Lien Debt after the date of this Indenture, such Issuer or such Guarantor, as applicable, must, to the extent permitted by applicable law, within ten (10) Business Days after such security interest is granted or other action taken, grant a Second-Priority Lien upon such property or asset, and take such additional perfection actions, as applicable, for the benefit of the SecurityholdersCollateral Agent, Trustee and the Holders, and obtain all related deliverables as those delivered to the Priority Lien Representative in each case as security for the obligations of Issuers with respect to the Notes, the obligations of the Guarantors under the Subsidiary Guarantees and the performance of all other obligations of the Issuers and the Guarantors under the Note Documents, including, without limitation, all Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this paragraph shall be reasonably necessary to grant deemed complied with if and for so long as (i) the Intercreditor Agreement is in full force and effect and (ii) the Priority Lien Collateral Agent shall have such possession or control for the benefit of the Collateral Agent and as bailee or sub-agent of the Collateral Agent as provided in the Intercreditor Agreement; provided, however, notwithstanding anything to the contrary set forth in foregoing, the Issuers and Guarantors shall be required to deliver duly executed control agreements with respect to deposit accounts, securities accounts and commodity accounts to the extent required under the Note Documents. (d) Notwithstanding the foregoing, the Collateral Agent shall, at the written direction of the Majority Holders, and the Majority Holders shall have the right to require that the Issuers and Guarantors place Mortgages on any properties of any Issuer or Guarantor acquired after the Issue Date (including, for the avoidance of doubt, Oil and Gas Properties whether consisting of proved or unproved crude oil or natural gas reserves or developed or undeveloped acreage or otherwise) that are not already subject to a valid Mortgage (the “Additional Collateral Right”). The Collateral Agent shall, at the written direction of the Majority Holders, and enforceable perfected secondthe Majority Holders, may exercise such Additional Collateral Right by delivering notice to the Priority Lien Agent with a copy to the Company (the “Election Notice”) of its intent to require a Mortgage or Mortgages over the property specified in such notice (the “Required Mortgages”). Upon the earlier of (i) the expiration of the 60th day after delivery of such notice to the Priority Lien Agent and (ii) the date the Priority Lien Agent informs the Collateral Agent or Majority Holders, as applicable, that it does not intend to seek such Required Mortgages, the Collateral Agent shall, at the written direction of the Majority Holders, and the Majority Holders may deliver written notice to the Company informing the Company that it is exercising its Additional Collateral Right with respect to the Required Mortgages. The applicable Issuer or Guarantor shall, within 60 days from the date of receipt of such notice (or such later date as the Majority Holders may agree to in their reasonable discretion), deliver the duly executed and recorded Second-priority Lien Priority Required Mortgages, accompanied by title information in form and substance reasonably acceptable to the Lead Holder and Collateral Agent, a customary Opinion of Counsel and customary deliverables consistent with such Opinion of Counsel and deliverables delivered in connection with the Mortgaged Properties under the Note Purchase Agreement; provided, however, to the extent any such property is subject to title defects that prevent the Issuers and Guarantors from placing a Mortgage thereon, the Issuers and Guarantors shall use commercially reasonable efforts to cure or overcome such title defects so that Mortgages may be placed on such properties as promptly as practicable (and the Collateral Agent will, at the written direction of the Majority Holders, and the Majority Holders will, extend such delivery dates as reasonably determined in their discretion to accommodate the same). Notwithstanding the foregoing, with respect to any such Required Mortgage granted to the Collateral Agent for the benefit of the HoldersCollateral Agent, Trustee, Holders and indemnitees, the applicable Issuer or Guarantor shall also, immediately prior to or contemporaneously therewith, deliver a first-priority Mortgage securing the Priority Lien Obligations over such property to the Priority Lien Agent for the benefit of the secured parties under the Priority Lien Documents (unless the Priority Lien Agent declines such Mortgage). (e) Notwithstanding anything herein or in the Note Documents to the contrary, neither the Company nor any Guarantor will be required to grant a security interest in, and the Collateral shall not include, any Excluded Asset. (f) The Company will, deliver to the Collateral Agent semi-annually on or before March 31 and September 30 in each calendar year, beginning September 30, 2015, an Officers’ Certificate, providing a good faith estimate, as of the date of such certificate, of the percentage of the total discounted future net revenue (determined by a discount factor of 10% per annum) of the Issuers’ and the Guarantors’ Oil and Gas Properties evaluated in the Company’s most recent Reserve Report that the Collateral represents (which, in any case, shall not be less than 80% of the total discounted future net revenue (determined by a discount factor of 10% per annum) of the Issuers’ and the Guarantors’ Oil and Gas Properties evaluated in the Company’s most recent Reserve Report (the “minimum collateral requirement”), together with (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Agent, as mortgagee or beneficiary, as may be necessary to cause the minimum collateral requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith), and (iii) local counsel Opinion(s) of Counsel (each, subject to customary assumptions and qualifications) to the terms of this Indenture, effect that the Intercreditor Agreement Collateral Agent has a valid and perfected Lien with respect to the other Note Documentsreal property that is subject to the applicable Mortgage.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of Securitiesthe Parity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in . In connection with any merger, merger or consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated Company or merged with or into the Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such any newly acquired property and assets to be made subject to the Parity Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, provided that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue DateDate within the timeframes set forth herein) by the Company and the Subsidiary Guarantors in connection with the issuance of the Original Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any property or asset that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, and any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental Security Document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, then the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of date on which such equity interestssupplemental Security Documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid valid, enforceable and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary property or asset or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid valid, enforceable and enforceable perfected second-priority Lien on such Collateral collateral to the Collateral Agent Trustee for the benefit of the Holdersholders of Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Subsidiary Guarantor creates any additional Lien upon any property or asset that is required to constitute Collateral, or takes any actions to perfect any Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, shall, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable second-priority Lien upon such property or asset, or take such perfection actions, as applicable, for the benefit of the Holders and obtain all such related deliverables as shall have been delivered to the Priority Lien Agent or Junior Lien Agent, as applicable, in each case as security for the obligations of the Company with respect to the Securities, the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the performance of all other obligations of the Company and the Subsidiary Guarantors under the Note Documents. Neither the Trustee nor the Collateral Trustee shall have a duty to monitor the status of any Collateral or any future acquisition of property and rights that constitute Collateral, nor shall the Trustee or the Collateral Trustee have any duty to properly perfect the security interests. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent (in each case as gratuitous bailee or agent of the Collateral Trustee), the perfection actions and related deliverables described in this Section 10.03(c) shall not be required other than with respect to control agreements, which shall be subject to an additional 60-day grace period. (d) The Company shall deliver to the Collateral Trustee semi-annually on or before May 1 and November 1 in each calendar year, beginning May 1, 2018, an Officers’ Certificate certifying, as of the date of such certificate, the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as evaluated in the most recent Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report; provided, that in the event the percentage of the PV-9 value so certified is not at least equal to 90% of the PV-9 value of such Proved Reserves, the Company shall, or shall cause the applicable Restricted Subsidiary to, within 60 days following delivery of such certificate, execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause such 90% requirement to be satisfied, (ii) satisfactory evidence of the delivery of all executed Mortgages (or amendments or supplements thereto) to the appropriate local counsel’s office for recording or the applicable recording office for recording (and payment of any taxes or fees in connection therewith) and (iii) an additional Officers’ Certificate certifying, as of the date of such certificate, that the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of such Proved Reserves, is at least equal to 90%. The Company shall send written evidence of the recording of any such Mortgages (or amendments or supplements thereto) promptly after the receipt thereof to the Collateral Trustee. The Company will also cause to be delivered to the Collateral Trustee, on the date of delivery of such Mortgages, an Opinion of Counsel (by appropriate counsel and subject to customary assumptions and qualifications) to the effect that, upon recording of such Mortgages and the filing of appropriate Uniform Commercial Code financing statements (or amendments to existing financing statements), the Collateral Trustee will have a valid and perfected lien with respect to the Oil and Gas Properties subject to such Mortgages. (e) Without limitation of any other obligations under this Section 10.03, promptly following the execution of any Mortgage, the Company shall file such Uniform Commercial Code financing statements necessary to perfect the security interest in any personal property Collateral granted under such Mortgage in the appropriate jurisdiction.

Further Assurances; Liens on Additional Property. (a) The Company Each of the Obligors shall, at its sole expense, execute any and the Subsidiary Guarantors shall do or cause to be done all acts further documents, financing statements, agreements and things instruments, and take all further action that may be requiredrequired under applicable law, or that the Collateral Agent from time to time Trustee or the Trustee may reasonably request, in order to assure grant, preserve, protect and confirm that perfect the Collateral Agent holds, for the benefit validity and priority of the Holders of Securities, duly security interests and Liens created and enforceable and perfected Liens upon or intended to be created by the Collateral (including any property or assets constituting Collateral (subject to Security Documents in the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, Collateral after the Issue Date)Collateral, in each case, as contemplated by, and, with the Lien priority required under, the Security Documents, and in connection with any merger, consolidation or sale of assets of the Company, the property and assets of the Person which is consolidated or merged with or into the Company, case to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documentscontemplated thereby. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time and from time to time, each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Documents for the benefit of the Holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything Subject to the contrary in this Indenture or provisions of the Security Documents, and subject to upon the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take acquisition by any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and Obligor after the Issue Date, if the Company acquires equity interests in Date of any Subsidiary that assets (other than Excluded Property) of a type which is required to become a Guarantor constitute Collateral pursuant to Section 4.11, the Company shall promptly (but not in any event later than the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Collateral Trust Agreement or the other Security Documents, such Obligor shall execute and deliver, (i) with regard to any Real Property, the items described under Section 12.02 within 90 days after the acquisition of the applicable asset and (ii) to the extent required 84 by the Security Documents, any information, documentation, financing statements or other certificates and opinions of counsel as may be necessary to vest in the Collateral Trustee a perfected security interest, subject only to Permitted Liens, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. (c) Each year, within 120 days after the end of the preceding fiscal year, the Company shall deliver to each of the Trustee and the other Note DocumentsCollateral Trustee a certificate of a financial officer setting forth the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of Securitiesthe Parity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in . In connection with any merger, merger or consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated Company or merged with or into the Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such any newly acquired property and assets to be made subject to the Parity Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, provided that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue DateDate within the timeframes set forth herein) by the Company and the Subsidiary Guarantors in connection with the issuance of the Original Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any property or asset that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, and any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental Security Document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, then the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of date on which such equity interestssupplemental Security Documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid valid, enforceable and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary property or asset or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid valid, enforceable and enforceable perfected second-priority Lien on such Collateral collateral to the Collateral Agent Trustee for the benefit of the Holdersholders of Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Subsidiary Guarantor creates any additional Lien upon any property or asset that is required to constitute Collateral, or takes any actions to perfect any Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, shall, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable second-priority Lien upon such property or asset, or take such perfection actions, as applicable, for the benefit of the Holders and obtain all such related deliverables as shall have been delivered to the Priority Lien Agent or Junior Lien Agent, as applicable, in each case as security for the obligations of the Company with respect to the Securities, the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the performance of all other obligations of the Company and the Subsidiary Guarantors under the Note Documents. Neither the Trustee nor the Collateral Trustee shall have a duty to monitor the status of any Collateral or any future acquisition of property and rights that constitute Collateral, nor shall the Trustee or the Collateral Trustee have any duty to properly perfect the security interests. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent (in each case as gratuitous bailee or agent of the Collateral Trustee), the perfection actions and related deliverables described in this Section 10.03(c) shall not be required other than with respect to control agreements, which shall be subject to an additional 60-day grace period. (d) The Company shall deliver to the Collateral Trustee semi-annually on or before May 1 and November 1 in each calendar year, beginning November 1, 2018, an Officers’ Certificate certifying, as of the date of such certificate, the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as evaluated in the most recent Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report; provided, that in the event the percentage of the PV-9 value so certified is not at least equal to 90% of the PV-9 value of such Proved Reserves, the Company shall, or shall cause the applicable Restricted Subsidiary to, within 60 days following delivery of such certificate, execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause such 90% requirement to be satisfied, (ii) satisfactory evidence of the delivery of all executed Mortgages (or amendments or supplements thereto) to the appropriate local counsel’s office for recording or the applicable recording office for recording (and payment of any taxes or fees in connection therewith) and (iii) an additional Officers’ Certificate certifying, as of the date of such certificate, that the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of such Proved Reserves, is at least equal to 90%. The Company shall send written evidence of the recording of any such Mortgages (or amendments or supplements thereto) promptly after the receipt thereof to the Collateral Trustee. The Company will also cause to be delivered to the Collateral Trustee, on the date of delivery of such Mortgages, an Opinion of Counsel (by appropriate counsel and subject to customary assumptions and qualifications) to the effect that, upon recording of such Mortgages and the filing of appropriate Uniform Commercial Code financing statements (or amendments to existing financing statements), the Collateral Trustee will have a valid and perfected lien with respect to the Oil and Gas Properties subject to such Mortgages. (e) Without limitation of any other obligations under this Section 10.03, promptly following the execution of any Mortgage, the Company shall file such Uniform Commercial Code financing statements necessary to perfect the security interest in any personal property Collateral granted under such Mortgage in the appropriate jurisdiction.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) from time to time may reasonably requestrequire, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesPriority Lien Obligations, duly created and enforceable and perfected first-priority Liens upon the Collateral (subject to the Intercreditor Agreement, if any, and Permitted Collateral Liens) (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Priority Lien Document to become, Collateral after the Issue DateDate of this Indenture), in each case, as contemplated by, and, and with the Lien priority required under, the Security Documents, Priority Lien Documents and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsPriority Liens, in the manner and to the extent required under the Priority Lien Documents and in the manner and to the extent required under the Security DocumentsDocuments (subject to the Intercreditor Agreement, if any, and Permitted Collateral Liens). (b) Upon the reasonable request of the Collateral Agent Trustee (it being understood that acting at the Collateral Agent shall have no duty to make such requestwritten direction of the Controlling Priority Lien Representative) or any Priority Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Priority Lien Documents in favor of the Collateral Trustee for the benefit of the Holders holders of SecuritiesPriority Lien Obligations (subject to the Intercreditor Agreement, if any, and Permitted Collateral Liens); provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Priority Lien Documents executed and delivered (or required to be executed and delivered promptly within 60 days after the Issue DateDate of this Indenture) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Date. Date of this Indenture (c) it being understood that the Collateral Trustee shall have no liability whatsoever to determine whether such a document is materially burdensome and shall have no liability whatsoever with respect to this determination). Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, if any, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, Documents and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’srecordings and filings of Mortgages, as set forth described in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possessionSection 12.03(e). (dc) In addition, from From and after the Issue DateDate of this Indenture, if the Company or any Guarantor acquires equity interests in any Subsidiary Property that is required constitutes collateral (other than via an Enforcement Action) for any Priority Lien Obligations or, if any, Junior Lien Obligations, if and to become the extent that any Priority Lien Document or, if any, Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days 60 days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected secondfirst-priority Lien (subject to the Intercreditor Agreement Agreement, if any, and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected secondfirst-priority Lien (subject to the Intercreditor Agreement, if any, and to Permitted Collateral Liens) on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders and holders of any other Priority Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement Agreement, if any, and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement, if any, and the other Note Documents, if the Company or any Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of any Priority Lien Obligations or the holders of Junior Lien Obligations, after the Date of this Indenture, the Company or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 60 days after such Lien is granted or other action taken, grant a valid and enforceable perfected first-priority Lien (subject to the Intercreditor Agreement, if any, and to Permitted Collateral Liens) upon such Property to the Collateral Trustee, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to any other Priority Lien Representative or Junior Lien Collateral Trustee, as applicable, in each case as security for the Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Collateral Trustee, or of agents or bailees of the Collateral Trustee, the perfection actions and related deliverables described in this Section 12.03(c) shall not be required. (d) Section 12.02 and Sections 12.03(a), (b) and (c) notwithstanding, following satisfaction of the delivery requirements set forth in Section 12.02(a), the provisions of this Indenture shall require only that there are, and the Company will cause there to be, at all times valid and perfected Priority Liens securing the Priority Lien Obligations on Oil and Gas Properties that include not less than 85% of the Present Value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as evaluated in the Reserve Report most recently delivered under Section 4.03, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report. The Company will deliver to the Trustee semi-annually on or before April 1 and October 1 in each calendar year, beginning October 1, 2018, an Officers’ Certificate certifying, as of the date of such certificate, as to whether such requirement has been satisfied. (e) In the event the requirement in Section 12.03(d) has not been satisfied, then the Company shall, or shall cause the applicable Guarantor to, within thirty (30) days of delivery of the certificate required under Section 12.03(d), execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause the minimum mortgage requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Trustee has a valid and perfected first-priority Lien (subject to the Intercreditor Agreement, if any, and to Permitted Collateral Liens) with respect to the real property that is subject to such Mortgages, amendments or supplements; provided that, (x) to the extent Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages and (y) the applicable local counsel opinion or opinions had previously been delivered in connection with the filing of such Mortgages, no such opinion shall be required unless a corresponding opinion will be delivered to the Credit Agreement Agent. (f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents.

Further Assurances; Liens on Additional Property. (a) The Company and the each Subsidiary Guarantors Guarantor shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders of Securities, duly created and enforceable and perfected second-priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise (including any Property required to become, Collateral collateral security securing the First Lien Obligations after the Issue Date), in each case, as contemplated by, and, with by the Lien priority required under, the Security Note Documents, and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which that is consolidated or merged with or into the CompanyCompany or any Subsidiary Guarantor, to the extent that they are property or assets Property of the types which that would constitute Collateral under the Security DocumentsInstruments, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing Lien of the Notes ObligationsSecurity Instruments, in the manner and to the extent required under the Security DocumentsInstruments, but subject to the Intercreditor Agreement. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time and from time to time, each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Documents for the benefit of the Holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from From and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any Property that is required constitutes collateral for First Lien Obligations that are subject to become the Intercreditor Agreement, if and to the extent that any Credit Facility Document or documentation relating to the First Lien Obligations requires any supplemental security document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken)), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Instruments (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) on such Collateral to the Collateral Agent Trustee, for the benefit of itself and the Holders, subject to the terms of this Indenture, the Intercreditor Agreement and the Security Instruments. Additionally, subject to this Indenture, the Intercreditor Agreement and the Security Instruments, if the Company or any Subsidiary Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of First Lien Obligations, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) upon such Property, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered in connection with the First Lien Obligations, as applicable, in each case as security for the Obligations in respect of the Notes. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of an administrative or other agent under a Credit Facility, or of agents or bailees of thereof, the perfection actions and related deliverables described in this Section 12.03(b) shall not be required. (c) Notwithstanding anything herein or in the other Note DocumentsDocuments to the contrary, neither the Company nor any Subsidiary Guarantor will be required to grant a security interest in, and the Collateral shall not include, any collateral securing that is or may be provided to issuers of letters of credit pursuant to any Credit Facility rather than generally to the lenders thereunder, or any agent or other representative thereof, as a whole. In addition, the Collateral shall not include Property excluded therefrom pursuant to any Security Instrument, except to the extent such assets or property are subject to a Lien generally securing obligations under a Credit Facility (other than as provided in the immediately preceding sentence).

Further Assurances; Liens on Additional Property. (a) The Company Issuer and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected second priority Liens (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Liens) upon the Collateral (including any acquired property or assets constituting Collateral (subject other property required by any Parity Lien Document to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the Companyany Issuer or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Companyany Issuer or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Note Security Documents, shall be treated as after-acquired property and the Company such Issuer or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time Each Issuer and from time to time, each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Note Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent or any Parity Lien Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations and, prior to the Discharge of Senior Obligations, only if delivered pursuant to the applicable Priority Lien Debt Documents, cause its counsel to deliver a favorable legal opinion with respect thereto in form and substance substantially consistent with the opinions delivered pursuant to the applicable Priority Lien Debt Documents; provided, that no such Note Security Document, instrument or other document shall be materially more burdensome upon the Company Issuer and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) date of this Indenture by the Company Issuer and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Date). (c) Notwithstanding anything In addition to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In additionCollateral, from and after the Issue Date, if any Issuer or any Guarantor acquires any property that constitutes collateral for the Company acquires equity interests in Priority Lien Debt or Junior Lien Debt, if and to the extent that any Subsidiary that is required Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company Issuer shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents Note Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Agent as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Liens) on such Collateral to the Collateral Agent Agent, for the benefit of the HoldersHolders of the Notes and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if any Issuer or any Guarantor creates any additional Lien upon any property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, such Issuer or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Liens) upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession of such Collateral, and if such Collateral is in fact in the possession of the Priority Lien Representative or of bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this clause (c) shall not be required. (d) Notwithstanding anything herein or in the Note Documents to the contrary, neither the Issuer nor the Guarantors will be required to grant a security interest in, and the Collateral shall not include, any collateral securing Priority Lien Obligations that is or may be provided to certain issuers or providers of Hedging Obligations or cash management services pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the holders of Priority Lien Obligations as a whole. (e) The Issuer will deliver to the Collateral Agent semi-annually on or before January 1 and July 1 in each calendar year, beginning July 1, 2019, an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes proven Oil and Gas Properties that include not less than 95% of the total discounted present value of proved reserves attributable to the Oil and Gas Properties of the Parent Guarantor, on a consolidated basis, as evaluated in the Parent Guarantor’s most recent consolidated reserve report (which such total discounted present value shall, during any such time as any Priority Lien Obligations are outstanding or commitments therefor remain outstanding, be determined using the total discounted present value methodology then in effect under the Priority Lien Debt Documents, and, at any time thereafter, using the total discounted present value methodology in effect under the Term Loan Credit Agreement in place on the Issue Date during a Term Loan Exclusive Period (as such term is defined in the Term Loan Credit Agreement on the Issue Date), after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such reserve report (the “minimum mortgage requirement”). In the event that the Collateral does not represent the minimum mortgage requirement and, in any event, at any time at which a mortgage for Oil and Gas Properties is delivered pursuant to or in connection with the Priority Lien Debt Documents, then the Company shall, or shall cause the applicable Guarantor to, at the time of delivery of such mortgage or within 30 days of delivery of the certificate required under this clause (e) (or as such period may be extended by the Credit Facility Agent but in no event later than 90 days after delivery of the certificate required under this clause (e)), as applicable, execute and deliver to the Collateral Agent: (i) such executed mortgages or amendments or supplements to prior mortgages naming the Collateral Agent, as mortgagee or beneficiary, as may be necessary to cause the minimum mortgage requirement to be satisfied and (ii) satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any recording taxes or fees in connection therewith). (f) The Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Note Security Documents.

Further Assurances; Liens on Additional Property. (a) The Company Vistra Operations and each, if any, of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesPriority Lien Obligations, duly created and enforceable and perfected first-priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Priority Lien Document to become, Collateral after the Issue Datedate hereof), in each case, as contemplated by, and, and with the Lien priority required under, the Security Documents, Priority Lien Documents and in connection with any merger, consolidation or sale of assets of the CompanyVistra Operations or any Subsidiary Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyVistra Operations or any Subsidiary Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Note Security DocumentsDocuments and, to the extent such property or assets are not otherwise required or permitted to be released as Collateral in connection with such transaction, shall be treated as after-acquired property and the Company Vistra Operations or such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsPriority Liens, in the manner and to the extent required under the Security Priority Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at At any time and from time to time, Vistra Operations and each of the Company and the Subsidiary Guarantors shall other Grantors will promptly execute, acknowledge and deliver such Security Documentssecurity documents, instruments, certificates, notices and other documents, and take such other actions as shall may be reasonably required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) or any Priority Lien Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Priority Lien Documents for the benefit of the Holders holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession)Obligations. (d) In addition, from and after the Issue Date, if the Company acquires equity interests in any Subsidiary that is required to become a Guarantor pursuant to Section 4.11, the Company shall promptly (but not in any event later than the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected second priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Intermediary Agreement and Permitted Collateral Liens) that are (including any acquired Property or otherwise other Property required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Datedate of this Indenture, including pursuant to Section 12.2) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue DateExisting Second Lien Notes. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from From and after the Issue Date, if the Company or any Guarantor acquires equity interests in any Subsidiary Property that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, if and to become the extent that any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders of the Securities and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Section 12.3(c) shall not be required. (d) Notwithstanding anything herein or in the Note Documents to the contrary, neither the Company nor any Guarantor will be required to grant a security interest in, and the Collateral shall not include, any collateral securing Priority Lien Obligations that is or may be provided to certain issuers of letters of credit pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the holders of Priority Lien Obligations as a whole. (e) The Company will deliver to the Trustee semi-annually on or before April 1 and October 1 in each calendar year an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes Oil and Gas Properties that include not less than 80% of the total discounted future net revenue of Proved Reserves attributable to the Oil and Gas Properties of the Company’s and its Restricted Subsidiaries, as evaluated in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report (the “minimum mortgage requirement”). In the event that the Collateral does not represent at least 80% of such value, then the Company shall, or shall cause the applicable Guarantor to, within thirty (30) days of delivery of the certificate required under Section 12.3(e), execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause the minimum mortgage requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Trustee has a valid and perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) with respect to the real property that is subject to the applicable Mortgage; provided that, (x) to the extent corresponding mortgages securing the Priority Lien Obligations are being delivered and (y) Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages, no such opinion shall be required unless a corresponding opinion will be delivered to the Priority Lien Collateral Agent. (f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents.

Further Assurances; Liens on Additional Property. (a) The Company Issuers and each of the Subsidiary Guarantors shall will do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably requestrequest (but no more burdensome than under the Priority Lien Documents), to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesJunior Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Junior Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Junior Lien Documents; and, and in connection with any merger, consolidation or sale of assets of the CompanyIssuers or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyIssuers or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Junior Lien Collateral Documents, shall be treated as after-acquired property and the Company Issuers or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsJunior Liens, in the manner and to the extent required under the Security Junior Lien Documents and in the manner and to the extent required under the Junior Lien Collateral Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee at any time and from time to timetime (but in a manner no more burdensome than the Priority Lien Documents), the Issuers and each of the Company and the Subsidiary Guarantors shall will promptly execute, acknowledge and deliver such Security Junior Lien Collateral Documents, instruments, certificates, opinions of counsel, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Junior Lien Documents for the benefit of the Holders holders of Securities; providedJunior Lien Obligations and subject, that no such Security Documentin each case, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company Collateral Agency Agreement and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession)Permitted Liens. (dc) In addition, from and after the Issue Date, if an Issuer or any Guarantor acquires any property or asset, and any Priority Lien Document, Senior Secured Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such property or asset or other actions to achieve a perfected Lien on such property or asset, then the Company acquires equity interests in any Subsidiary that is required to become a Issuers shall, or shall cause the applicable Guarantor pursuant to Section 4.11to, the Company shall promptly (but not in any no event later than the date that is 20 ten (10) Business Days after the acquisition of such equity interestsdate on which supplemental security documents are executed and delivered (or other action taken) under the Priority Lien Documents, Senior Secured Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Junior Lien Collateral Documents (or amendments thereto), together with one or more opinions of counsel with respect to the execution, delivery and enforceability of such Junior Lien Collateral Documents and satisfactory evidence of completion (or satisfactory arrangements for the completion) of all recordings and filings of such Junior Lien Collateral Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith), in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected secondthird-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary property or asset or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the HoldersTrustee, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Junior Lien Documents. Additionally, subject to the Junior Lien Documents, if an Issuer or any Guarantor creates any additional Lien upon any property or asset that would constitute Collateral, or takes any additional actions to perfect any existing Lien on property or asset, in each case for the benefit of the holders of the Priority Lien Obligations or the holders of the Senior Secured Lien Debt, after the Issue Date, the Issuers or such Guarantor, as applicable, shall, to the extent permitted by applicable law and the Intercreditor Agreement, within ten (10) Business Days after the date such Lien is granted or such other action is taken, grant a third-priority Lien upon such property or asset to the Collateral Trustee, or take such additional perfection actions, as applicable, for the benefit of the Junior Lien Secured Parties and deliver to the Collateral Trustee all related deliverables substantially the same as those delivered to the Priority Lien Agent or Senior Secured Lien Collateral Trustee, as applicable, in each case as security for the Junior Lien Obligations and subject, in each case, to the Intercreditor Agreement and Permitted Liens. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account has been delivered to, or is under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in this Section 12.03(c) shall not be required. (d) The Issuers will, or will cause the applicable Guarantor to, (i) prior to delivering any Mortgage securing Buildings or Manufactured (Mobile) Homes, or any amendment of or supplement to any Mortgage adding Buildings or Manufactured (Mobile) Homes as “Collateral” (as defined in such Mortgage), deliver to the Collateral Trustee (A) a standard flood hazard determination with respect to the real property subject to such Mortgage, and (B) if such real property is located in a special flood hazard area, (1) confirmation of receipt by the Issuers or applicable Guarantor of notice from the Collateral Trustee as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under applicable Flood Insurance Regulations, and (2) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by applicable Flood Insurance Regulations or as otherwise reasonably required by the Collateral Trustee, in each case as shall be reasonably requested by the Collateral Trustee in form and substance reasonably satisfactory to the Collateral Trustee; and (ii) deliver to Collateral Trustee any evidence of title, title opinions, title insurance, evidence of insurance and other documents, and use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, in each case relating to the Post-Closing Collateral (or any portion thereof), and in form and substance reasonably satisfactory to the Collateral Trustee but only to the extent the same has been or will be delivered to or for the benefit of the Priority Lien Secured Parties (and for the avoidance of doubt, any such landlord waivers and mortgagee consents delivered for the benefit of the Priority Lien Secured Parties shall also be made for the benefit of the Collateral Trustee on behalf of the Junior Lien Secured Parties).

Further Assurances; Liens on Additional Property. (a) The With respect to each Series of Securities, the Company and each, if any, of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesPriority Lien Obligations, duly created and enforceable and perfected first-priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Priority Lien Document to become, Collateral after the applicable Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Documents, Priority Lien Documents and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Subsidiary Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Note Security DocumentsDocuments and, to the extent such property or assets are not otherwise required or permitted to be released as Collateral in connection with such transaction, shall be treated as after-acquired property and the Company or such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsPriority Liens, in the manner and to the extent required under the Security Priority Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at At any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall other Grantors will promptly execute, acknowledge and deliver such Security Documentssecurity documents, instruments, certificates, notices and other documents, and take such other actions as shall may be reasonably required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) or any Priority Lien Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Priority Lien Documents for the benefit of the Holders holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession)Obligations. (d) In addition, from and after the Issue Date, if the Company acquires equity interests in any Subsidiary that is required to become a Guarantor pursuant to Section 4.11, the Company shall promptly (but not in any event later than the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents.

Further Assurances; Liens on Additional Property. (a) The Company Each of the Obligors shall, at its sole expense, execute any and the Subsidiary Guarantors shall do or cause to be done all acts further documents, financing statements, agreements and things instruments, and take all further action that may be requiredrequired under applicable law, or that the Collateral Agent from time to time Trustee or the Trustee may reasonably request, to assure and confirm that request at the Collateral Agent holds, for the benefit direction of the Holders holders of Securitiesa majority in principal amount of the then outstanding Notes, duly in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created and enforceable and perfected Liens upon or intended to be created by the Collateral (including any property or assets constituting Collateral (subject to Security Documents in the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, Collateral after the Issue Date)Collateral, in each case, as contemplated by, and, with the Lien priority required under, the Security Documents, and in connection with any merger, consolidation or sale of assets of the Company, the property and assets of the Person which is consolidated or merged with or into the Company, case to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documentscontemplated thereby. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time and from time to time, each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Documents for the benefit of the Holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything Subject to the contrary in this Indenture or provisions of the Security Documents, and subject to upon the Intercreditor Agreement, acquisition by any Obligor after the Company and the Subsidiary Guarantors shall not be required to take Initial Issuance Date of any action to perfect a security interest in any Collateral assets (other than (iExcluded Property) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in any Subsidiary that of a type which is required to become a Guarantor constitute Collateral pursuant to Section 4.11, the Company shall promptly (but not in any event later than the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Collateral Trust Agreement or the other Security Documents, such Obligor shall execute and deliver, (i) with regard to any real property, the items described under Section 12.02 within 90 days after the date of acquisition of the applicable asset and (ii) to the extent required by the Security Documents, any information, documentation, financing statements or other certificates and opinions of counsel as may be necessary to vest in the Collateral Trustee a perfected security interest, subject only to Permitted Liens, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. (c) Each year, within 120 days after the end of the preceding fiscal year, the Company shall deliver to each of the Trustee and the other Note DocumentsCollateral Trustee a certificate of a financial officer setting forth the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of Securitiesthe Parity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in . In connection with any merger, merger or consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated Company or merged with or into the Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such any newly acquired property and assets to be made subject to the Parity Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, provided that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue DateDate within the timeframes set forth herein) by the Company and the Subsidiary Guarantors in connection with the issuance of the Original Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any property or asset that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, and any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental Security Document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, then the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of date on which such equity interestssupplemental Security Documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid valid, enforceable and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary property or asset or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid valid, enforceable and enforceable perfected second-priority Lien on such Collateral collateral to the Collateral Agent Trustee for the benefit of the Holdersholders of Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Subsidiary Guarantor creates any additional Lien upon any property or asset that is required to constitute Collateral, or takes any actions to perfect any Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, shall, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable second-priority Lien upon such property or asset, or take such perfection actions, as applicable, for the benefit of the Holders and obtain all such related deliverables as shall have been delivered to the Priority Lien Agent or Junior Lien Agent, as applicable, in each case as security for the obligations of the Company with respect to the Securities, the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the performance of all other obligations of the Company and the Subsidiary Guarantors under the Note Documents. Neither the Trustee nor the Collateral Trustee shall have a duty to monitor the status of any Collateral or any future acquisition of property and rights that constitute Collateral, nor shall the Trustee or the Collateral Trustee have any duty to properly perfect the security interests. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent (in each case as gratuitous bailee or agent of the Collateral Trustee), the perfection actions and related deliverables described in this Section 10.03(c) shall not be required other than with respect to control agreements, which shall be subject to an additional 60-day grace period. (d) The Company shall deliver to the Collateral Trustee semi-annually on or before May 1 and November 1 in each calendar year, beginning November 1, 2016, an Officers’ Certificate certifying, as of the date of such certificate, the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as evaluated in the most recent Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report; provided, that in the event the percentage of the PV-9 value so certified is not at least equal to 90% of the PV-9 value of such Proved Reserves, the Company shall, or shall cause the applicable Restricted Subsidiary to, within 60 days following delivery of such certificate, execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause such 90% requirement to be satisfied, (ii) satisfactory evidence of the delivery of all executed Mortgages (or amendments or supplements thereto) the appropriate local counsel’s office for recording or the applicable recording office for recording (and payment of any taxes or fees in connection therewith) and (iii) an additional Officers’ Certificate certifying, as of the date of such certificate, that the amount of Oil and Gas Properties included in the Collateral, expressed as a percentage of the PV-9 value of such Proved Reserves, is at least equal to 90%. The Company shall send evidence of the recording of any such Mortgages (or amendments or supplements thereto) promptly after the receipt thereof to the Collateral Trustee. The Company will also cause to be delivered to the Collateral Trustee, on the date of delivery of such Mortgages, an Opinion of Counsel (by appropriate counsel and subject to customary assumptions and qualifications) to the effect that, upon recording of such Mortgages and the filing of appropriate Uniform Commercial Code financing statements (or amendments to existing financing statements), the Collateral Trustee will have a valid and perfected lien with respect to the Oil and Gas Properties subject to such Mortgages. (e) Without limitation of any other obligations under this Section 10.03, promptly following the execution of any Mortgage, the Company shall file such Uniform Commercial Code financing statements necessary to perfect the security interest in any personal property Collateral granted under such Mortgage in the appropriate jurisdiction.

Further Assurances; Liens on Additional Property. (a) The Company Issuers and each of the Subsidiary Guarantors shall will do or cause to be done all acts and things that may be required, or that the Collateral Agent from time to time may reasonably requestrequest (but no more burdensome than under the Priority Lien Documents), to assure and confirm that the Collateral Agent holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents; and, and in connection with any merger, consolidation or sale of assets of the CompanyIssuers or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyIssuers or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company Issuers or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing Parity Liens, in the Notes Obligations, manner and to the extent required under the Parity Lien Documents and in the manner and to the extent required under the Security Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time and from time to timetime (but in a manner no more burdensome than the Priority Lien Documents), the Issuers and each of the Company and the Subsidiary Guarantors shall will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, an Opinion of Counsel, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of Securities; providedParity Lien Obligations and subject, that no such Security Documentin each case, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company Collateral Agency Agreement and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession)Permitted Liens. (dc) In addition, from and after the Issue Date, if an Issuer or any Guarantor acquires any property or asset, and any Priority Lien Document, Parity Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such property or asset or other actions to achieve a perfected Lien on such property or asset, then the Company acquires equity interests in any Subsidiary that is required to become a Issuers shall, or shall cause the applicable Guarantor pursuant to Section 4.11to, the Company shall promptly (but not in any no event later than the date that is 20 ten (10) Business Days after the acquisition of such equity interestsdate on which supplemental security documents are executed and delivered (or other action taken) under the Priority Lien Documents, Parity Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents Security Documents (or amendments thereto), together with satisfactory evidence of completion (or satisfactory arrangements for the completion) of all recordings and filings of such Security Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary property or asset or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Agent as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the HoldersAgent, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Parity Lien Documents. Additionally, subject to the Parity Lien Documents, if an Issuer or any Guarantor creates any additional Lien upon any property or asset that would constitute Collateral, or takes any additional actions to perfect any existing Lien on property or asset, in each case for the benefit of the holders of the Priority Lien Obligations or the holders of the Junior Lien Debt, after the Issue Date, the Issuers or such Guarantor, as applicable, shall, to the extent permitted by applicable law and the Intercreditor Agreement, within ten (10) Business Days after the date such Lien is granted or such other action is taken, grant a second-priority Lien upon such property or asset to the Collateral Agent, or take such additional perfection actions, as applicable, for the benefit of the Parity Lien Secured Parties and deliver to the Collateral Agent all related deliverables substantially the same as those delivered to the Priority Lien Agent or Junior Lien Collateral Agent, as applicable, in each case as security for the Parity Lien Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account has been delivered to, or is under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in this Section 12.03(c) shall not be required. (d) Neither the Trustee nor the Collateral Agent shall be responsible for, nor do they make any representation regarding, the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer or any Guarantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Neither the Trustee nor the Collateral Agent shall have any responsibility for recording, filing, re-recording or re-filing any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise.

Further Assurances; Liens on Additional Property. (a) The Company Issuer and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected second priority Liens (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Liens) upon the Collateral (including any acquired property or assets constituting Collateral (subject other property required by any Parity Lien Document to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the Companyany Issuer or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Companyany Issuer or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Note Security Documents, shall be treated as after-acquired property and the Company such Issuer or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time Each Issuer and from time to time, each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Note Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent or any Parity Lien Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations and, prior to the Discharge of Senior Obligations, only if delivered pursuant to the applicable Priority Lien Debt Documents, cause its counsel to deliver a favorable legal opinion with respect thereto in form and substance substantially consistent with the opinions delivered pursuant to the applicable Priority Lien Debt Documents; provided, that no such Note Security Document, instrument or other document shall be materially more burdensome upon the Company Issuer and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) date of this Indenture by the Company Issuer and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Date). (c) Notwithstanding anything In addition to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In additionCollateral, from and after the Issue Date, if any Issuer or any Guarantor acquires any property that constitutes collateral for the Company acquires equity interests in Priority Lien Debt or Junior Lien Debt, if and to the extent that any Subsidiary that is required Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company Issuer shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents Note Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Agent as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Liens) on such Collateral to the Collateral Agent Agent, for the benefit of the HoldersHolders of the Notes and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if any Issuer or any Guarantor creates any additional Lien upon any property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, such Issuer or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Liens) upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession of such Collateral, and if such Collateral is in fact in the possession of the Priority Lien Representative or of bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this clause (c) shall not be required. (d) Notwithstanding anything herein or in the Note Documents to the contrary, neither the Issuer nor the Guarantors will be required to grant a security interest in, and the Collateral shall not include, any collateral securing Priority Lien Obligations that is or may be provided to certain issuers or providers of Hedging Obligations or cash management services pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the holders of Priority Lien Obligations as a whole. (e) The Issuer will deliver to the Collateral Agent semi-annually on or before [April] 1 and [October] 1 in each calendar year, beginning [April] 1, 2019, an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes proven Oil and Gas Properties that include not less than 95% of the total discounted present value of proved reserves attributable to the Oil and Gas Properties of the Parent Guarantor, on a consolidated basis, as evaluated in the Parent Guarantor’s most recent consolidated reserve report (which such total discounted present value shall, during any such time as any Priority Lien Obligations are outstanding or commitments therefor remain outstanding, be determined using the total discounted present value methodology then in effect under the Priority Lien Debt Documents, and, at any time thereafter, using the total discounted present value methodology in effect under the Term Loan Credit Agreement in place on the Issue Date during a Term Loan Exclusive Period (as such term is defined in the Term Loan Credit Agreement on the Issue Date), after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such reserve report (the “minimum mortgage requirement”). In the event that the Collateral does not represent the minimum mortgage requirement and, in any event, at any time at which a mortgage for Oil and Gas Properties is delivered pursuant to or in connection with the Priority Lien Debt Documents, then the Company shall, or shall cause the applicable Guarantor to, at the time of delivery of such mortgage or within 30 days of delivery of the certificate required under this clause (e) (or as such period may be extended by the Credit Facility Agent but in no event later than 90 days after delivery of the certificate required under this clause (e)), as applicable, execute and deliver to the Collateral Agent: (i) such executed mortgages or amendments or supplements to prior mortgages naming the Collateral Agent, as mortgagee or beneficiary, as may be necessary to cause the minimum mortgage requirement to be satisfied and (ii) satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any recording taxes or fees in connection therewith). (f) The Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Note Security Documents.

Further Assurances; Liens on Additional Property. (a) The Company Each of the Obligors shall, at its sole expense, execute any and the Subsidiary Guarantors shall do or cause to be done all acts further documents, financing statements, agreements and things instruments, and take all further action that may be requiredrequired under applicable law, or that the Collateral Agent from time to time Trustee or the Trustee may reasonably request, to assure and confirm that request at the Collateral Agent holds, for the benefit direction of the Holders holders of Securitiesa majority in principal amount of the then outstanding Notes, duly in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created and enforceable and perfected Liens upon or intended to be created by the Collateral (including any property or assets constituting Collateral (subject to Security Documents in the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, Collateral after the Issue Date)Collateral, in each case, as contemplated by, and, with the Lien priority required under, the Security Documents, and in connection with any merger, consolidation or sale of assets of the Company, the property and assets of the Person which is consolidated or merged with or into the Company, case to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes Obligations, in the manner and to the extent required under the Security Documentscontemplated thereby. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at any time and from time to time, each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Documents for the benefit of the Holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything Subject to the contrary in this Indenture or provisions of the Security Documents, and subject to upon the Intercreditor Agreement, acquisition by any Obligor after the Company and the Subsidiary Guarantors shall not be required to take Initial Issuance Date of any action to perfect a security interest in any Collateral assets (other than (iExcluded Property) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in any Subsidiary that of a type which is required to become a Guarantor constitute Collateral pursuant to Section 4.11, the Company shall promptly (but not in any event later than the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Collateral Trust Agreement or the other Security Documents, such Obligor shall execute and deliver, (i) with regard to any real property, the items described under Section 12.02 within 90 days after the date of acquisition of the applicable asset and (ii) to the extent required by the Security Documents, any information, documentation, financing statements or other certificates and opinions of counsel as may be necessary to vest in the Collateral Trustee a perfected security interest, subject only to Permitted Liens, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. (c) Within 120 days after December 31, 2024 and within 120 days of the end of each fiscal year thereafter, the Company shall deliver to each of the Trustee and the other Note DocumentsCollateral Trustee a certificate of a financial officer setting forth the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.

Further Assurances; Liens on Additional Property. (a) The Company Issuers and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected second priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are (including any acquired Property or otherwise other Property required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the Companyany Issuer or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Companyany Issuers or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company such Issuer or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents; provided, however, that this clause (a) shall not require delivery of any Mortgage unless, and then only to the extent, required under clause (c) or (d) of this Section 13.03. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee at any time and from time to time, the Issuers and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, provided that no such Security Document, instrument or other document shall be materially more burdensome upon the Company Issuers and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date, including pursuant to Section 13.2) by the Company Issuers and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue DateDate (it being understood that the Collateral Trustee shall have no liability whatsoever to determine whether such a document is materially burdensome and shall no liability whatever with respect to this determination). (c) Notwithstanding anything The Company will deliver to the contrary Trustee and the Collateral Trustee semi-annually on or before April 1 and October 1 in this Indenture or each calendar year, beginning April 1, 2016, an Officers’ Certificate certifying that, as of the Security Documentsdate of such certificate, that the Collateral includes a valid and subject to perfected Parity Lien securing the Intercreditor Agreement, Parity Lien Obligations on Oil and Gas Properties that include not less than 80% of the Present Value of Proved Reserves held by the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’sRestricted Subsidiaries, as set forth evaluated in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected Reserve Reports prepared by possession). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in any Subsidiary that is required to become a Guarantor pursuant to Section 4.11, or which the Company causes to be prepared as of each December 31 and June 30 (the “minimum mortgage requirement”). In the event that such requirement is not satisfied, then the Company shall, or shall promptly cause the applicable Restricted Subsidiary to, within sixty (but not in any event later than the date that is 20 Business Days after the acquisition 60) days of delivery of such equity interests), to the extent permitted by applicable lawcertificate, execute and deliver to the Collateral Agent appropriate security documents Trustee: (i) such executed Mortgages or amendments thereto) in such form or supplements to prior Mortgages naming the Collateral Trustee, as shall mortgagee or beneficiary, as may be necessary to grant cause the minimum mortgage requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Agent Trustee has a valid and enforceable perfected second-priority Lien (with respect to the Oil and Gas Properties that are subject to the Intercreditor Agreement applicable Mortgage; provided that (x) to the extent Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages and to Permitted Collateral Liens(y) on the capital stock applicable local counsel opinion or opinions had previously been delivered in connection with the filing of such Subsidiary or take mortgages, no such other actions in favor of opinion shall be required unless a corresponding opinion will be delivered to the Priority Lien Collateral Agent, for . (d) The Issuers will deliver to the benefit Trustee copies of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral all Security Documents delivered to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note DocumentsTrustee.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee (acting at the direction of the Parity Lien Representative) from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created valid and enforceable and perfected second-priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and to Permitted Collateral Liens) upon the Collateral (including any Property (i) acquired after the Issue Date that are acquired is required by any Parity Lien Document to become Collateral, or otherwise become, (ii) that exists on the Issue Date that becomes required by any Parity Lien Document to become Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property Property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Subsidiary Guarantor, to the extent that they are property Property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property Property and the Company or such Subsidiary Guarantor shall take such action requested by the Collateral Trustee as may be reasonably necessary to cause such property Property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Documents; provided, however, that if any Priority Lien Obligations are outstanding at such time, such after-acquired Property shall only be required to become part of the Collateral, if and to the extent that such after-acquired Property becomes part of the collateral securing the Priority Lien Obligations substantially concurrently therewith (unless the Priority Lien Secured Parties are unable to take, or decline to accept, a Lien on such after-acquired Property). (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, each of the Company and each of the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee (acting at the direction of the Parity Lien Representative) may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Datedate of this Indenture, including pursuant to Section 14.02) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities Notes; provided, further, that if any Priority Lien Obligations are outstanding at such time, the execution, acknowledgement and delivery of such Security Documents, instruments, certificates, notices and other documents shall be required, and such actions shall be required to be taken, in each case, only if and to the extent that the same are executed, acknowledged and delivered, or such actions taken, with respect to the Priority Lien Obligations substantially concurrently therewith (it being understood that the Collateral Trustee shall have no liability whatsoever to determine whether such a document is materially burdensome and shall have no liability whatsoever with respect to this determination) (unless the Priority Lien Secured Parties are unable to take, or decline to accept, a Lien on or about the Issue Datesuch after-acquired Property). (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from From and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any Property that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, if and to become the extent that any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable lawLegal Requirements, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders of the Notes and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Subsidiary Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, shall, to the extent permitted by applicable Legal Requirements, within 20 Business Days after such Lien is granted or other action taken, grant a perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and holders of any other Parity Lien Obligations, and obtain all related deliverables as those delivered to the Priority Lien Agent or Junior Lien Collateral Trustee, as applicable, in each case as security for the Notes Obligations and the Obligations with respect to any other Parity Lien Debt. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in this Section 14.03(c) shall not be required. (d) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents. (e) Notwithstanding anything herein or in the Note Documents to the contrary (i) neither the Company nor any Subsidiary Guarantor will be required to grant a security interest in, and the Collateral shall not include, any collateral securing Priority Lien Obligations that is not subject to a Priority Lien generally in favor of all Priority Lien Secured Parties, including, without limitation, as may be provided only to certain issuers of letters of credit pursuant to the Priority Lien Documents rather than generally to the Priority Lien Secured Parties or to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties as a whole, (ii) the creation or perfection of Liens on, pledges of or security interests in particular Property or assets will not be required in respect of the Notes Obligations or obligations in respect of other Parity Lien Debt, if, and for so long as, the creation or perfection of such security interests is not required pursuant to the Priority Lien Documents, (iii) so long as the Discharge of Priority Lien Obligations has not occurred, the Company and the Subsidiary Guarantors shall not be required to deliver any Pledged or Controlled Collateral to the Collateral Trustee (including, without limitation, execution or delivery of any account control agreement with respect to any deposit accounts, securities accounts and commodities accounts that constitute Pledged or Controlled Collateral) so long as the Priority Lien Agent serves as a gratuitous bailee for purposes of perfection in respect of all applicable security interests and Liens granted pursuant to any Security Document, (iv) nothing in this Section 14.03 shall require the Company or any Subsidiary Guarantor to execute, deliver, record or file any documents or other agreement, or to do or cause to be done any acts or things that are, in each case, described in Section 14.02(a), prior to the time period set forth therefor in Section 14.02(a) and (v) the Company and the Subsidiary Guarantors shall not be required to take any action to perfect the Liens and other security interests granted pursuant to the Security Documents to the extent such Liens and security interests cannot be perfected by the filing of UCC financing statements, the recording of mortgages or deeds of trust, the taking possession of applicable Property and other assets (including by way of a gratuitous bailee for purposes of perfection), or the execution of account control agreements with respect to certain deposit accounts, securities accounts and commodities accounts (to the extent the Priority Lien Agent is not serving as gratuitous bailee in favor of the Collateral Trustee with respect to such accounts), or the execution and/or filing of any other agreement, document or instrument that is executed and/or filed in respect of the assets and other Property constituting Collateral securing the Notes Obligations.

Further Assurances; Liens on Additional Property. (a) The Company Issuer and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time as may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected second priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are (including any acquired Property or otherwise other Property required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the CompanyIssuer or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyIssuer or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company such Issuer or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents; provided, however, that this clause (a) shall not require delivery of any Mortgage unless, and then only to the extent, required under clause (c) or (d) of this Section 13.03. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee at any time and from time to time, the Issuer and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably (but shall have no duty to) request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, provided that no such Security Document, instrument or other document shall be materially more burdensome upon the Company Issuer and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date, including pursuant to Section 13.2) by the Company Issuer and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Date. Date (c) Notwithstanding anything it being understood that the Collateral Trustee shall have no liability whatsoever to the contrary in this Indenture or the Security Documents, determine whether such a document is materially burdensome and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction no liability whatever with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possessionthis determination). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in any Subsidiary that is required to become a Guarantor pursuant to Section 4.11, the Company shall promptly (but not in any event later than the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the Holders, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents.

Further Assurances; Liens on Additional Property. (a) The Company and the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Subsidiary Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, each of the Company and each of the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date, including pursuant to Section 12.02) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral AgentTrustee’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession) and (iii) recordings and filings of Mortgages and corresponding fixture filings as may be necessary to create a valid Lien, as described in Section 12.02(a). (d) In addition, from and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any property or asset that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, and any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral AgentTrustee, for the benefit of the SecurityholdersSecurityholders and holders of any other Parity Lien Obligations, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Subsidiary Guarantor creates any additional Lien upon any assets or property that is required to become Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, shall, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing or anything in the Note Documents to the contrary, (A) to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in this Section 12.03(d) shall not be required, (B) neither the Company nor any Subsidiary Guarantor will be required to grant a security interest in, and the Collateral shall not include, any collateral securing Priority Lien Obligations that is or may be provided to issuers of letters of credit pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Agent for the benefit of the holders of Priority Lien Obligations as a whole. (e) The Company will deliver to the Trustee semi-annually on or before April 1 and October 1 in each calendar year, beginning October 1, 2016, an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes Oil and Gas Properties that include not less than 80% of the total discounted present value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as evaluated in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report (the “minimum mortgage requirement”). In the event that the Collateral does not represent at least 80% of such value, then the Company shall, or shall cause the applicable Subsidiary Guarantor to, within sixty (60) days of delivery of the certificate required under this Section 12.03(e), execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause the minimum mortgage requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Trustee has a valid and perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) with respect to the real property that is subject to the applicable Mortgage; provided that, (x) to the extent corresponding mortgages securing the Priority Lien Obligations are being delivered and (y) Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages, no such opinion shall be required unless a corresponding opinion will be delivered to the Priority Lien Agent. (f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents. (g) The Company will cause to be delivered to the Collateral Trustee an Opinion of Counsel to the effect that the Collateral Trustee has a valid and perfected Lien with respect to each real property subject to a Mortgage only in the circumstances required by the Collateral Trust Agreement. (h) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Parity Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, to the extent required to be perfected, perfected, and enforceable Liens, with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, merger or consolidation or sale of assets of the Companyany Mortgagor, the property and assets of the Person which is consolidated or merged with or into the Companyany Mortgagor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such other Mortgagor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, each of the Company and the Subsidiary Guarantors other Mortgagors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be contain provisions that are materially more burdensome upon the Company and the Subsidiary Guarantors Mortgagors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date, including pursuant to Section 11.02) by the Company and the Subsidiary Guarantors Mortgagors in connection with the issuance of the Securities on or about the Issue Date. (c) . Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, Documents and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’srecordings and filings of Mortgages, as set forth described in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possessionSection 11.02(a). (dc) In addition, from and after the Issue Date, if the Company acquires equity interests in or any Subsidiary Guarantor acquires any property or asset that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, and any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to become achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days 60 days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary in the Collateral Trustee’s reasonable discretion to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted on such Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Subsidiary Guarantor creates any additional Lien upon any assets or property that is required to become Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, shall, to the extent permitted by applicable law, within 60 days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in this Section 11.03(c) shall not be required. From and after the Issue Date, if the Company or any Subsidiary Guarantor grants a Lien (an “Additional Collateral Lien”) on any property or assets, other than Excluded Property, to secure Indebtedness under a Credit Facility that does not constitute Priority Lien Debt, then the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but in any event no later than the date that is 60 days thereafter), to the extent permitted by applicable law, execute and deliver to the Collateral Trustee appropriate Security Documents in such form as shall be necessary in the Collateral Trustee’s reasonable discretion to grant the Collateral Trustee a valid and enforceable Lien on such property or assets perfected on a second lien basis to such Additional Collateral Lien to secure the Parity Lien Obligations, subject to the terms of an intercreditor arrangement substantially in the form of the Intercreditor Agreement, as it relates to the Priority Lien Debt and the Parity Lien Debt, including with respect to releases of such Liens. Notwithstanding anything to the contrary contained herein, any such property or assets that become subject to a Lien to secure the Parity Lien Obligations as provided in this Section 11.03(c) will not constitute “Collateral” for purposes of the Intercreditor Agreement. No Credit Facility shall be permitted to be secured as described in this second paragraph of this Section 11.03(c) unless the Priority Lien Agent shall have consented to such property and assets not constituting “Collateral” for purposes of the Intercreditor Agreement. (d) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents. (e) Each applicable Mortgagor will cause to be delivered to the Collateral Trustee an Opinion of Counsel to the effect that the Collateral Trustee has a valid and perfected Lien with respect to each real property subject to a Mortgage only in the circumstances required by the Collateral Trust Agreement. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property acquired Property or assets constituting Collateral (subject other Property required by any Parity Lien Document to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Subsidiary Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Datedate of this Indenture, including pursuant to Section 13.02) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Date. (c) Notwithstanding anything In addition to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In additionCollateral, from and after the Issue Date, if the Company or any Guarantor acquires equity interests in any Subsidiary Property that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, if and to become the extent that any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted on such Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders of the Notes and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Issue Date, the Company or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected Lien upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Section 13.03(c) shall not be required. (d) Notwithstanding anything herein or in the Note Documents to the contrary, neither the Company nor any Guarantor will be required to grant a security interest in, and the Collateral shall not include, any Excluded Asset. (e) The Company will, deliver to the Trustee semi-annually on or before March 31 and September 30 in each calendar year, beginning September 30, 2015, an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes Oil and Gas Properties that include not less than 80% of the total discounted future net revenue of the Company’s and the Subsidiary Guarantors’ Oil and Gas Properties located in the United States and adjacent Federal waters constituting Proved Reserves as estimated in the Company’s most recent Reserve Report (the “minimum mortgage requirement”), together with (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause the minimum mortgage requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Trustee has a valid and perfected Lien with respect to the real property that is subject to the applicable Mortgage; provided that, (x) to the extent corresponding mortgages securing the Priority Lien Obligations are being delivered and (y) Mortgages have previously been recorded in the public records of the county or counties applicable to such additional Mortgages or amendments or supplements to prior Mortgages, no such opinion shall be required unless a corresponding opinion will be delivered to the Priority Lien Collateral Agent. (f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents.

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent from time to time may reasonably request, required to assure and confirm that the Collateral Agent holds, for the benefit of the Holders holders of SecuritiesPriority Lien Obligations, duly created and enforceable and perfected first priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Priority Lien Document to become, Collateral after the Issue DateDate of this Indenture), in each case, as contemplated by, and, and with the Lien priority required under, the Security Documents, Priority Lien Documents and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsPriority Liens, in the manner and to the extent required under the Security Priority Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that acting at the Collateral Agent shall have no duty to make such requestwritten direction of the Controlling Priority Lien Representative) or any Priority Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent (acting at the written direction of the Controlling Priority Lien Representative) may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Priority Lien Documents for the benefit of the Holders holders of SecuritiesPriority Lien Obligations; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Priority Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue DateDate of this Indenture) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue DateDate of this Indenture (it being understood that the Collateral Agent shall have no liability whatsoever to determine whether such a document is materially burdensome and shall have no liability whatsoever with respect to this determination). (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession). (d) In addition, from From and after the Issue DateDate of this Indenture, if the Company or any Guarantor acquires equity interests in any Subsidiary Property that is required constitutes collateral for any Priority Lien Obligations or Junior Lien Obligations, if and to become the extent that any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary to grant the Collateral Agent a valid and enforceable perfected secondfirst-priority Lien (subject to the Intercreditor Agreement Agreement, if any, and to Permitted Collateral Liens) on the capital stock of such Subsidiary Collateral or take such other actions in favor of the Collateral Agent as shall be reasonably necessary to grant a valid and enforceable perfected first-priority Lien (subject to the Intercreditor Agreement, if any, and to Permitted Collateral Liens) on such Collateral to the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit Holders of the HoldersNotes and holders of any other Priority Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of any Priority Lien Obligations or the holders of Junior Lien Obligations, after the Date of this Indenture, the Company or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected first-priority Lien (subject to the Intercreditor Agreement, if any, and to Permitted Collateral Liens) upon such Property, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to any other Priority Lien Representative or Junior Lien Collateral Agent, as applicable, in each case as security for the Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Collateral Agent, or of agents or bailees of the Collateral Agent, the perfection actions and related deliverables described in this Section 13.03(c) shall not be required. (d) Following satisfaction of the delivery requirements set forth in Section 12.02(a), the Company will cause there to be at all times valid and perfected Priority Liens securing the Priority Lien Obligations on Oil and Gas Properties on not less than (i) 90% of the Present Value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as evaluated in the Reserve Report most recently delivered under Section 4.03, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report and (ii) 90% of the book value of Oil and Gas Properties of the Company and its Restricted Subsidiaries other than Oil and Gas Properties to which Proved Reserves are attributable as of the most recently ended fiscal quarter (including the fiscal year end) for which financial statements are available, in each case, subject to the grace periods for filing a Mortgage and perfecting a lien thereon provided in Section 13.03(e) below. Concurrently with the delivery of the Reserve Report pursuant to Section 4.03, the Company will deliver to the Trustee an Officers’ Certificate certifying, as of the date of such certificate, as to whether such requirement has been satisfied. (e) In the event the requirement in Section 13.03(d) has not been satisfied, then the Company shall, or shall cause the applicable Guarantor to, within thirty (30) days of delivery of the certificate required under Section 13.03(d), execute and deliver to the Collateral Agent: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Agent, as mortgagee or beneficiary, as may be necessary to cause the minimum mortgage requirement to be satisfied, (ii) satisfactory evidence of the filing of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Agent has a valid and perfected Lien (subject to the Intercreditor Agreement, if any, and to Permitted Collateral Liens) with respect to the real property that is subject to the applicable Mortgage; provided that, to the extent Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages, no such opinion shall be required unless a corresponding opinion will be delivered to the Collateral Agent. (f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents.

Further Assurances; Liens on Additional Property. (a) The With respect to each Series of Securities, the Company and each, if any, of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesPriority Lien Obligations, duly created and enforceable and perfected first-priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Priority Lien Document to become, Collateral after the applicable Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Documents, Priority Lien Documents and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Subsidiary Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Subsidiary Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Note Security DocumentsDocuments and, to the extent such property or assets are not otherwise required or permitted to be released as Collateral in connection with such transaction, shall be treated as after-acquired property and the Company or such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsPriority Liens, in the manner and to the extent required under the Security Priority Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) at At any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall other Grantors will promptly execute, acknowledge and deliver such Security Documentssecurity documents, instruments, certificates, notices and other documents, and take such other actions as shall may be reasonably required, or that the Collateral Agent Trustee (acting at the written direction of the Controlling Priority Lien Representative) or any Priority Lien Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Priority Lien Documents for the benefit of the Holders holders of Securities; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue DatePriority Lien Obligations. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and any Note Document (but subject to Section 12.03(d) below), to the Intercreditor Agreementextent that any portion of the Collateral consists of Indenture Principal Property, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in aggregate principal amount of Specified Secured Obligations at any jurisdiction with respect to time shall be limited, automatically and without further action by any Person, so that such amount does not exceed the security interests created under the Security Documents, Indenture Principal Property Cap at such time and (ii) transferring consistent with Sections 12.01(b) and 12.04 hereof, in the event that Specified Secured Obligations (other than Priority Lien Obligations) are incurred, each of the Trustee and the Collateral Trustee is authorized (without the consent of the Holders) to amend the Note Documents to give effect to such incurrence, including to provide that the aggregate principal amount of Priority Lien Obligations constituting Specified Secured Obligations shall not exceed its pro rata portion of the aggregate principal amount of Specified Secured Obligations. For the avoidance of doubt, in executing any such amendment, each of the Trustee and the Collateral Trustee shall be entitled to receive and rely on (without further inquiry) an Officer’s Certificate of the Company (together with any other opinions of counsel or Officer’s Certificates to which the Trustee or Collateral Trustee may be entitled under the Note Documents) to the Collateral Agent’s (or effect that any such amendment is consistent with the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possessionterms and requirements of this Section 12.03(c). (d) To the extent that any event occurs that activates or triggers any of the “equal and ratable” security provisions of the liens covenant in any Reference Indenture (each, an “Indenture Trigger Event”), then, at the time that the Company or any Restricted Subsidiary grants a Lien on Indenture Principal Property to holders of Specified Indebtedness as to which such Indenture Trigger Event has occurred in order to satisfy the requirements of such “equal and ratable security” provisions, the Indenture Principal Property Cap, notwithstanding anything to the contrary in any Note Document, shall no longer apply to the Priority Lien Obligations constituting Specified Secured Obligations and the full amount of the Priority Lien Obligations shall be secured by all of the Collateral, including, without limitation, the full amount and value of all Indenture Principal Property, without any reference to, or application of, the Indenture Principal Property Cap. (e) In addition, from in the event that all of the Reference Indentures are terminated and/or all conditions of satisfaction and after discharge of all of the Issue DateReference Indentures have occurred and/or the liens covenant in all of the Reference Indentures has been “stripped” or deleted (by way of amendment, if supplement or otherwise), notwithstanding anything to the Company acquires equity interests contrary in any Subsidiary that is required Note Document, (i) the Indenture Principal Property Cap shall no longer apply to become a Guarantor pursuant to Section 4.11the Priority Lien Obligations constituting Specified Secured Obligations and the full amount of the Priority Lien Obligations shall be secured by all of the Collateral, including, without limitation, the Company full amount and value of all Indenture Principal Property, without any reference to, or application of, the Indenture Principal Property Cap, (ii) the definitions and provisions in this Agreement utilizing the term Reference Indenture shall promptly be interpreted as if such Reference Indentures were in effect but with no cap, restriction or limitation on the amount of the Priority Lien Obligations that may be secured by any Indenture Principal Property and (but not in any event later than iii) consistent with Sections 12.01(b) and 12.04 hereof, the date that is 20 Business Days after the acquisition of such equity interests), to the extent permitted by applicable law, execute Trustee and deliver to the Collateral Agent appropriate security documents Trustee are authorized (or amendments thereto) in such form as shall be necessary to grant without the Collateral Agent a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit consent of the Holders) to amend the Note Documents to eliminate the restrictions on Specified Secured Obligations that may be secured by the Indenture Principal Property contemplated by Section 12.03(c)(i), subject replace any definitions used herein that are imported from the Reference Indentures with substantially equivalent definitions that do not import any terms from a Reference Indenture and effectuate the fall away of the Indenture Principal Property Cap. For the avoidance of doubt, in executing any such amendment, each of the Trustee and the Collateral Trustee shall be entitled to receive and rely on (without further inquiry) an Officer’s Certificate of the Company (together with any other opinions of counsel or Officer’s Certificates to which the Trustee or Collateral Trustee may be entitled under the Note Documents) to the effect that any such amendment is consistent with the terms and requirements of this Indenture, the Intercreditor Agreement and the other Note DocumentsSection 12.03(e).

Further Assurances; Liens on Additional Property. (a) The Company Issuers and each of the Subsidiary Guarantors shall will do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably requestrequest (but no more burdensome than under the Priority Lien Documents), to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesSenior Secured Lien Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are acquired or otherwise become, or are required by any Senior Secured Lien Document to become, Collateral after the Issue Date), in each case, as contemplated by, and, and with the Lien priority required under, the Security Senior Secured Lien Documents; and, and in connection with any merger, consolidation or sale of assets of the CompanyIssuers or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyIssuers or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Senior Secured Lien Collateral Documents, shall be treated as after-acquired property and the Company Issuers or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsSenior Secured Liens, in the manner and to the extent required under the Security Senior Secured Lien Documents and in the manner and to the extent required under the Senior Secured Lien Collateral Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee at any time and from time to timetime (but in a manner no more burdensome than the Priority Lien Documents), the Issuers and each of the Company and the Subsidiary Guarantors shall will promptly execute, acknowledge and deliver such Security Senior Secured Lien Collateral Documents, instruments, certificates, opinions of counsel, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Senior Secured Lien Documents for the benefit of the Holders holders of Securities; providedSenior Secured Lien Obligations and subject, that no such Security Documentin each case, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Documents executed and delivered (or required to be executed and delivered promptly after the Issue Date) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities on or about the Issue Date. (c) Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company Collateral Agency Agreement and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’s, as set forth in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possession)Permitted Liens. (dc) In addition, from and after the Issue Date, if an Issuer or any Guarantor acquires any property or asset, and any Priority Lien Document, Senior Secured Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such property or asset or other actions to achieve a perfected Lien on such property or asset, then the Company acquires equity interests in any Subsidiary that is required to become a Issuers shall, or shall cause the applicable Guarantor pursuant to Section 4.11to, the Company shall promptly (but not in any no event later than the date that is 20 ten (10) Business Days after the acquisition of such equity interestsdate on which supplemental security documents are executed and delivered (or other action taken) under the Priority Lien Documents, Senior Secured Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Senior Secured Lien Collateral Documents (or amendments thereto), together with one or more opinions of counsel with respect to the execution, delivery and enforceability of such Senior Secured Lien Collateral Documents and satisfactory evidence of completion (or satisfactory arrangements for the completion) of all recordings and filings of such Senior Secured Lien Collateral Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith), in such form as shall be necessary to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens) on the capital stock of such Subsidiary property or asset or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent for the benefit of the HoldersTrustee, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Senior Secured Lien Documents. Additionally, subject to the Senior Secured Lien Documents, if an Issuer or any Guarantor creates any additional Lien upon any property or asset that would constitute Collateral, or takes any additional actions to perfect any existing Lien on property or asset, in each case for the benefit of the holders of the Priority Lien Obligations or the holders of the Junior Lien Debt, after the Issue Date, the Issuers or such Guarantor, as applicable, shall, to the extent permitted by applicable law and the Intercreditor Agreement, within ten (10) Business Days after the date such Lien is granted or such other action is taken, grant a second-priority Lien upon such property or asset to the Collateral Trustee, or take such additional perfection actions, as applicable, for the benefit of the Senior Secured Lien Secured Parties and deliver to the Collateral Trustee all related deliverables substantially the same as those delivered to the Priority Lien Agent or Junior Lien Collateral Trustee, as applicable, in each case as security for the Senior Secured Lien Obligations and subject, in each case, to the Intercreditor Agreement and Permitted Liens. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account has been delivered to, or is under the control of the Priority Lien Agent, or of agents or bailees of the Priority Lien Agent, the perfection actions and related deliverables described in this Section 12.03(c) shall not be required. (d) The Issuers will, or will cause the applicable Guarantor to, (i) prior to delivering any Mortgage securing Buildings or Manufactured (Mobile) Homes, or any amendment of or supplement to any Mortgage adding Buildings or Manufactured (Mobile) Homes as “Collateral” (as defined in such Mortgage), deliver to the Collateral Trustee (A) a standard flood hazard determination with respect to the real property subject to such Mortgage, and (B) if such real property is located in a special flood hazard area, (1) confirmation of receipt by the Issuers or applicable Guarantor of notice from the Collateral Trustee as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under applicable Flood Insurance Regulations, and (2) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by applicable Flood Insurance Regulations or as otherwise reasonably required by the Collateral Trustee, in each case as shall be reasonably requested by the Collateral Trustee in form and substance reasonably satisfactory to the Collateral Trustee; and (ii) deliver to Collateral Trustee any evidence of title, title opinions, title insurance, evidence of insurance and other documents, and use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, in each case relating to the Post-Closing Collateral (or any portion thereof), and in form and substance reasonably satisfactory to the Collateral Trustee but only to the extent the same has been or will be delivered to or for the benefit of the Priority Lien Secured Parties (and for the avoidance of doubt, any such landlord waivers and mortgagee consents delivered for the benefit of the Priority Lien Secured Parties shall also be made for the benefit of the Collateral Trustee on behalf of the Senior Secured Lien Secured Parties).

Further Assurances; Liens on Additional Property. (a) The Company and each of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Agent Trustee from time to time may reasonably request, to assure and confirm that the Collateral Agent Trustee holds, for the benefit of the Holders holders of SecuritiesParity Lien Obligations, duly created and enforceable and perfected second-priority Liens upon the Collateral (including any property or assets constituting Collateral (subject to the Intercreditor Agreement and Permitted Collateral Liens) that are (including any acquired Property or otherwise become, other Property required by any Parity Lien Document to become Collateral after the Issue Initial Issuance Date), in each case, as contemplated by, and, to the extent required to be perfected, with the Lien priority required under, the Security Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the CompanyCompany or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the CompanyCompany or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens securing the Notes ObligationsParity Liens, in the manner and to the extent required under the Security Parity Lien Documents. (b) Upon the reasonable request of the Collateral Agent (it being understood that the Collateral Agent shall have no duty to make such request) Trustee or any Parity Lien Representative at any time and from time to time, the Company and each of the Company and the Subsidiary Guarantors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Agent Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Parity Lien Documents for the benefit of the Holders holders of SecuritiesParity Lien Obligations; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Subsidiary Guarantors than the Notes Parity Lien Documents executed and delivered (or required to be executed and delivered promptly after the Issue Initial Issuance Date, including pursuant to Section 12.02) by the Company and the Subsidiary Guarantors in connection with the issuance of the Securities Notes on or about the Issue Initial Issuance Date. (c) . Notwithstanding anything to the contrary in this Indenture or the Security Documents, and subject to the Intercreditor Agreement, the Company and the Subsidiary Guarantors shall not be required to take any action to perfect a security interest in any Collateral other than (i) to file financing or continuation statements under the Uniform Commercial Code (or similar laws) in effect in any jurisdiction with respect to the security interests created under the Security Documents, Documents and (ii) transferring Collateral to the Collateral Agent’s (or the Priority Lien Agent’srecording and filings of Mortgages, as set forth described in the Intercreditor Agreement) possession (if the security interest in such Collateral can only be perfected by possessionSection 12.02(a). (dc) In addition, from From and after the Issue Initial Issuance Date, if the Company or any Guarantor acquires equity interests in any Subsidiary Property that is required constitutes collateral for the Priority Lien Debt or Junior Lien Debt, if and to become the extent that any Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or other actions to achieve a Guarantor pursuant to Section 4.11perfected Lien on such collateral, the Company shall, or shall promptly cause the applicable Guarantor to, timely (but not in any event no later than the date that is 20 30 Business Days after the acquisition of which such equity interestssupplemental security documents are executed and delivered (or other action taken) under such Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by the Parity Lien Documents and applicable law, execute and deliver to the Collateral Agent Trustee appropriate security documents Security Documents (or amendments thereto) in such form as shall be necessary in the Collateral Trustee’s reasonable discretion to grant the Collateral Agent Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted on such Collateral Liens) on the capital stock of such Subsidiary or take such other actions in favor of the Collateral Agent, for the benefit of the Securityholders, Trustee as shall be reasonably necessary to grant the Collateral Agent a valid and enforceable perfected second-priority Lien on such Collateral to the Collateral Agent Trustee, for the benefit of the HoldersHolders and holders of any other Parity Lien Obligations, subject to the terms of this Indenture, the Intercreditor Agreement and the other Note Documents. Additionally, subject to this Indenture, the Intercreditor Agreement and the other Note Documents, if the Company or any Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien Debt or the holders of Junior Lien Debt, after the Initial Issuance Date, the Company or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 30 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien upon such property or asset, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Notes Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Section 12.03(c) shall not be required. (d) At no time will the Collateral include any of the following, whether or not subject to a Priority Lien generally in favor of all holders of Priority Lien Obligations (together, the “Excluded Assets”): (i) any lease, license, contract, property right or agreement to which the Company or any Guarantor is a party or any of its rights or interests thereunder if and only for so long as the grant of a Lien under the Security Documents is prohibited by any law, rule or regulation or will constitute or result in a breach, termination or default, or requires any governmental consent not obtained, under any such lease, license, contract, property right or agreement (other than to the extent that any such applicable law, rule, regulation or term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity); provided that such lease, license, contract, property right or agreement will be an Excluded Asset only to the extent and for so long as the consequences specified above will result and will cease to be an Excluded Asset and will become subject to the Lien granted under the Security Documents, immediately and automatically, at such time as such consequences will no longer result; (ii) any Capital Stock issued by any first tier Foreign Subsidiaries directly owned by the Company or any Guarantor in excess of 65% of the voting Capital Stock issued by such first tier Foreign Subsidiaries and any Capital Stock issued by any Foreign Subsidiaries other than first tier Foreign Subsidiaries; (iii) property and assets owned by the Company or any Guarantor that are the subject of Permitted Liens described in clause (6) of the definition thereof; (iv) properties or assets of the Company or any Guarantor that is or may be provided to certain bank product and account providers or issuers of letters of credit and certain counterparties in respect of Hedging Contracts pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the holders of the Priority Lien Obligations as a whole; and (v) other property or assets owned by the Company or any Guarantor that are not required to be subject to a Lien securing the Priority Lien Obligations pursuant to the Priority Lien Documents; provided, that “Excluded Assets” will not include any proceeds, products, substitutions or replacements of any Excluded Assets (unless such proceeds, products, substitutions or replacements would constitute Excluded Assets). (e) The Company will deliver to the Trustee and the Collateral Trustee semi-annually on or before April 1 and October 1 in each calendar year, beginning April 1, 2016, an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes Oil and Gas Properties that include not less than 80% of the total value attributable to the Oil and Gas Properties of the Company and the Guarantors (or such greater amount as then required under the Linn Credit Agreement), as evaluated in the most recent Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report (the “Minimum Collateral Requirement”). For all purposes of the Note Documents, any valuation of the Minimum Collateral Requirement made at any time when the Linn Credit Agreement is outstanding shall be made in the same manner as similar valuations under the Linn Credit Agreement. In the event that the Minimum Collateral Requirement is not satisfied, then the Company shall, or shall cause the applicable Guarantor to, within sixty (60) days of delivery of the certificate required under this Section 12.03(e), execute and deliver to the Collateral Trustee: (i) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be necessary to cause the Minimum Collateral Requirement to be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) and (iii) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Trustee has a valid and perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) with respect to the Oil and Gas Properties that are subject to the applicable Mortgage; provided that, to the extent Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages, no such opinion shall be required unless a corresponding opinion will be delivered to the Priority Lien Collateral Agent; provided, further that, to the extent that, immediately after giving effect to the applicable Mortgages or amendments or supplements to prior Mortgages, the value attributable to the Oil and Gas Properties that constitute Collateral of the Company and the Guarantors in the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages represent less than 5% of the total value attributable the total value attributable to the Oil and Gas Properties of the Company and the Guarantors, no such opinion shall be required unless a corresponding opinion will be delivered to the Priority Lien Collateral Agent in connection with corresponding mortgages securing the Priority Lien Obligations. (f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents.