Common use of Post-Issue Date Collateral Requirements Clause in Contracts

Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 days after the Issue Date: (a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent requested by the Credit Agreement Agent; and (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement Agent. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion of the deliveries referred to in this Section 13.04.

Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 days after the Issue Date: (a) fully executed counterparts The Company and the applicable Subsidiary Guarantors are parties to certain Mortgages that secure the Existing Second Lien Notes and that will, upon the execution and recording of Mortgages certain amendments thereto, establish Parity Liens on the Collateral. Accordingly, on or before July 19, 2019 (in sufficient counterparts for the prompt recordation in each jurisdiction in which “Mortgage Amendment Deadline”), the Mortgaged Property subject Company shall, or shall cause the applicable Subsidiary Guarantors to, execute and deliver amendments to such Mortgage is located) and Mortgages to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by appropriate local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible counsel’s office for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent requested by the Credit Agreement Agent; and applicable recording office for recording (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitationsuch amendments, the enforceability of each “Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement AgentAmendments”). The Company shall file make a Current Report filing on Form 8-K with the SEC within five Business Days after the Mortgage Amendment Deadline indicating the Company’s compliance with the requirement in the immediately preceding sentence. The Company hereby covenants and confirms as follows: (i) that such Mortgages have been filed for record in the real estate records, mortgage records or other appropriate records of each jurisdiction where any part of the Collateral constituting Oil and Gas Properties of the Company and its Restricted Subsidiaries are situated, and (ii) that upon the Mortgage Amendments being filed for record in the real estate records, mortgage records or other appropriate records of each such jurisdiction, such Mortgages will create for the benefit of the parties secured thereby (including the Holders) valid and perfected Parity Liens on the Oil and Gas Properties subject to such Mortgages (as amended by such Mortgage Amendments), which Oil and Gas Properties had, as of April 30, 2019, a PV-9 value equal to at least 90% 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. The Company shall, or shall cause the applicable Subsidiary Guarantors to, (i) cause appropriate counsel to execute and deliver to the Collateral Trustee Opinions of Counsel (subject to customary assumptions and qualifications) in form reasonably satisfactory to the Collateral Trustee on the date of delivery of such Mortgage Amendments for recording substantially to the effect that, by virtue of the recording of such Mortgage Amendments and the filing of appropriate Uniform Commercial Code financing statements (or amendments to existing financing statements), the Collateral Trustee has or will have a valid and perfected lien for the benefit of the Holders with respect to the Oil and Gas Properties subject to such Mortgages (as amended by such Mortgage Amendments), and (ii) promptly pay any required taxes or fees in connection with the recordation and filing of such Mortgage Amendments. The Company shall, or shall cause the applicable Subsidiary Guarantor to, send written evidence of the recording of such Mortgage Amendments promptly after the receipt of evidence of such recording to the Collateral Trustee. (b) To the extent required by the Security Documents for each deposit account, securities account and commodity account that the Company or any Subsidiary Guarantor at any time period maintains, the Company shall, or shall cause the applicable Subsidiary Guarantor to, pursuant to a customary control agreement in form and substance reasonably satisfactory to the Collateral Trustee, cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Collateral Trustee (or, prior to the Discharge of Priority Lien Obligations (as defined in the Intercreditor Agreement), the Priority Lien Agent, as gratuitous bailee for the Secured Parties) to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to any such deposit account, directing the transfer or redemption of a financial asset credited to any such deposit account or directing the application of any value distributed on account of any commodity contract carried in any such commodity account, in each case without further consent of the Company or such Subsidiary Guarantor, or take such other action as the Collateral Trustee may approve in order to perfect the Collateral Trustee’s security interest in such deposit account, securities account or commodity account. The Company hereby covenants and confirms that each deposit account, securities account and commodity account existing on the Issue Date that is required by the Security Documents to be subject to a customary control agreement is subject to such a filingcustomary control agreement that has been delivered to the Collateral Trustee. With respect to any such deposit account, containing customary detail on securities account or commodity account opened after the Issue Date, the required control agreement shall be delivered substantially contemporaneously with the opening thereof. On the date that any such actionscontrol agreement is executed, upon completion the Company shall cause appropriate counsel to execute and deliver to the Collateral Trustee an Opinion of Counsel in form reasonably satisfactory to the Collateral Trustee and substantially to the effect that the Collateral Trustee has a valid and perfected lien, perfected by “control,” with respect to each such deposit account, securities account or commodity account. (c) Any Security Documents providing for the Parity Liens entered into after the Issue Date shall be substantially in the form of, and grant security interests in the same assets as, the corresponding security documents securing the Priority Lien Obligations, or to the extent there are no such corresponding security documents, the form of the deliveries referred corresponding security documents securing the Priority Lien Obligations in place on the Issue Date, in each case, with such changes as are reasonably necessary to in this Section 13.04reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the Collateral Trustee pursuant to an Officers’ Certificate of the Company. Neither the Trustee nor the Collateral Trustee shall have any duty or obligation to determine whether deletions or modifications of representations, warranties and covenants with respect to security documents establishing Liens are customary.

Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 30 days after the Issue Date: (a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement AgentCollateral Trustee, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, in form and substance reasonably satisfactory to the Collateral Trustee, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent Collateral Trustee that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent as requested by the Credit Agreement AgentCollateral Trustee; and (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions previously delivered to the Credit Agreement AgentCollateral Trustee. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion of the deliveries referred to in this Section 13.04.

Post-Issue Date Collateral Requirements. Notwithstanding anything (a) With respect to the contrary contained Collateral specified on Schedule II hereto (the “Post-Closing Collateral”) as to which security interests or Liens may not be in this Indenture place on the Issue Date or may not be perfected on the other Note DocumentsIssue Date, the parties hereto acknowledge and agree that the Company shall deliverIssuers will, or will cause one or more Guarantors the applicable Guarantor, to deliver, execute and deliver to the Collateral Trustee as mortgagee or beneficiary, as applicable, such Mortgages or other Junior Lien Collateral Documents, and any supplements or amendments related thereto, together with one or more opinions of counsel with respect to the following items execution, delivery and enforceability of such Mortgages or other Junior Lien Collateral Documents and satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages or other Junior Lien Collateral Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected third-priority Lien (subject to the Intercreditor Agreement and to Permitted Prior Liens), on or against such Post-Closing Collateral on the Issue Date or as soon as practicable thereafter (and in any event within 90 60 days after the Issue Date: (a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be;. (b) title information Any Junior Lien Collateral Documents entered into after the Issue Date shall be substantially in the form of the corresponding documents, agreements and lien searches instruments providing for the Priority Liens, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to registration requirements of the Mortgaged PropertiesSecurities Act (in each case, as set forth in an Officer’s Certificate delivered to the extent requested by the Credit Agreement Agent; andCollateral Trustee). (c) legal opinions addressed Notwithstanding any other provision of this Indenture, any opinion of counsel required to be delivered pursuant to Section 12.02(a), Section 12.03(b) or Section 12.03(c) may contain customary assumptions and qualifications and may expressly state that no opinion is expressed therein as to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability priority of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens any Lien on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement Agent. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion of the deliveries referred to in this Section 13.04any Collateral.

Post-Issue Date Collateral Requirements. Notwithstanding anything (a) With respect to the contrary contained Collateral specified on Schedule II hereto (the “Post-Closing Collateral”) as to which security interests or Liens may not be in this Indenture place on the Issue Date or may not be perfected on the other Note DocumentsIssue Date, the parties hereto acknowledge and agree that the Company shall deliverIssuers will, or will cause one or more Guarantors the applicable Guarantor, to deliver, execute and deliver to the Collateral Trustee as mortgagee or beneficiary, as applicable, such Mortgages or other Senior Secured Lien Collateral Documents, and any supplements or amendments related thereto, together with one or more opinions of counsel with respect to the following items execution, delivery and enforceability of such Mortgages or other Senior Secured Lien Collateral Documents and satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages or other Senior Secured Lien Collateral Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Prior Liens), on or against such Post-Closing Collateral on the Issue Date or as soon as practicable thereafter (and in any event within 90 60 days after the Issue Date: (a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be;. (b) title information Any Senior Secured Lien Collateral Documents entered into after the Issue Date shall be substantially in the form of the corresponding documents, agreements and lien searches instruments providing for the Priority Liens, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to registration requirements of the Mortgaged PropertiesSecurities Act (in each case, as set forth in an Officer’s Certificate delivered to the extent requested by the Credit Agreement Agent; andCollateral Trustee). (c) legal opinions addressed Notwithstanding any other provision of this Indenture, any opinion of counsel required to be delivered pursuant to Section 12.02(a), Section 12.03(b) or Section 12.03(c) may contain customary assumptions and qualifications and may expressly state that no opinion is expressed therein as to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability priority of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens any Lien on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement Agent. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion of the deliveries referred to in this Section 13.04any Collateral.

Post-Issue Date Collateral Requirements. Notwithstanding anything (a) With respect to the contrary contained Collateral (the “Post-Closing Collateral”) as to which security interests or Liens may not be in this Indenture place on the Issue Date or may not be perfected on the Issue Date, the Issuers will, or will cause the applicable Guarantor, to execute and deliver to the Collateral Agent as mortgagee or beneficiary, as applicable, such Mortgages or other Note Security Documents, and any supplements or amendments related thereto, together with (i) if a corresponding opinion or opinions are delivered for the parties hereto acknowledge and agree that benefit of holders of Priority Lien Obligations under the Company shall deliverPriority Lien Documents, or cause one or more Guarantors to deliver, opinions of counsel with respect to the execution, delivery and enforceability of such Mortgages or other Security Documents and (ii) satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages or other Security Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith but excluding any title insurance policy in respect of such Mortgages or other Security Documents for the benefit of the Collateral Trustee Agent) as may be necessary to create a valid, perfected second-priority Lien (subject to the following items Intercreditor Agreement and to Permitted Prior Liens), on or against such Post-Closing Collateral on the Issue Date or as soon as practicable thereafter (and in any event within 90 days after the Issue Date: (a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be;. (b) title information Any Security Documents entered into after the Issue Date shall be substantially in the form of the corresponding documents, agreements and lien searches instruments providing for the Priority Liens, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to registration requirements of the Mortgaged PropertiesSecurities Act (in each case, as set forth in an Officer’s Certificate and Opinion of Counsel delivered to the extent requested by the Credit Agreement Collateral Agent; and). (c) legal opinions addressed Notwithstanding any other provision of this Indenture, any opinion of counsel required to be delivered pursuant to Section 12.02(a), Section 12.03(b) or Section 12.03(c) may contain customary assumptions and qualifications and may expressly state that no opinion is expressed therein as to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability priority of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens any Lien on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement Agent. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion of the deliveries referred to in this Section 13.04any Collateral.

Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 days after the Issue Date: (a) fully executed counterparts of On or before June 17, 2016 the Company shall, or shall cause the applicable Subsidiary Guarantor to, execute and deliver Mortgages (in sufficient counterparts establishing the Parity Liens on the Collateral for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and Securities to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by appropriate local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible counsel’s office for recording or filingthe applicable recording office for recording, and upon such Mortgages being filed for record in the real estate records, mortgage records or other appropriate records of each jurisdiction where any part of the Collateral constituting Oil and Gas Properties of the Company and its Restricted Subsidiaries are situated, such Mortgages shall create valid and perfected Parity Liens on an amount of Oil and Gas Properties having a PV-9 value equal to at least 90% of the PV-9 value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries, as applicableevaluated in the most recent Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent requested by the Credit Agreement Agent; and (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement AgentReserve Report. The Company shall file make a Current Report filing on Form 8-K with the SEC within five Business Days after June 17, 2016 indicating the Company’s compliance with the requirement in the immediately preceding sentence. The Company shall, or shall cause the applicable time period Subsidiary Guarantor to, (i) cause appropriate counsel to execute and deliver to the Collateral Trustee an Opinion of Counsel (subject to customary assumptions and qualifications) in form reasonably satisfactory to the Collateral Trustee on the date of delivery of such Mortgages for such a filing, containing customary detail on such actionsrecording and substantially to the effect that, upon completion 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, and (ii) promptly pay any required taxes or fees in connection with the recordation and filing of such Mortgages. The Company shall, or shall cause the applicable Subsidiary Guarantor to, send evidence of the deliveries referred recording of such Mortgages promptly after the receipt of evidence of such recording to the Collateral Trustee. (b) To the extent required by the Security Documents for each deposit account, securities account and commodity account that the Company or any Subsidiary Guarantor at any time maintains, the Company shall, or shall cause the applicable Subsidiary Guarantor to, pursuant to a customary control agreement in this Section 13.04form and substance reasonably satisfactory to the Collateral Trustee, cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Collateral Trustee (or, prior to the Discharge of Priority Lien Obligations (as defined in the Intercreditor Agreement), the Priority Lien Agent, as gratuitous bailee for the Secured Parties) to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to any such deposit account, directing the transfer or redemption of a financial asset credited to any such deposit account or directing the application of any value distributed on account of any commodity contract carried in any such commodity account, in each case without further consent of the Company or such Subsidiary Guarantor, or take such other action as the Collateral Trustee may approve in order to perfect the Collateral Trustee’s security interest in such deposit account, securities account or commodity account. With respect to any such deposit account, securities account or commodity account existing on the Issue Date, the required control agreement shall be delivered on or prior to the date that is 60 days following the Issue Date. With respect to any such deposit account, securities account or commodity account opened after the Issue Date, the required control agreement shall be delivered substantially contemporaneously with the opening thereof. On the date that any such control agreement is executed, the Company shall cause appropriate counsel to execute and deliver to the Collateral Trustee an Opinion of Counsel in form reasonably satisfactory to the Collateral Trustee and substantially to the effect that the Collateral Trustee has a valid and perfected lien, perfected by “control”, with respect to each such deposit account, securities account or commodity account. (c) Any Security Documents providing for the Parity Liens entered into after the Issue Date shall be substantially in the form of, and grant security interests in the same assets as, the corresponding security documents securing the Priority Lien Obligations, or to the extent there are no such corresponding security documents, the form of the corresponding security documents securing the Priority Lien Obligations in place on the Issue Date, in each case, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the Collateral Trustee pursuant to an Officers’ Certificate of the Company. Neither the Trustee nor the Collateral Trustee shall have any duty or obligation to determine whether deletions or modifications of representations, warranties and covenants with respect to security documents establishing Liens are customary.

Post-Issue Date Collateral Requirements. Notwithstanding anything (a) Within 60 days of the Issue Date, the Company shall, or shall cause the applicable Subsidiary Guarantor to, (i) execute and deliver to the contrary contained Priority Lien Agent or its counsel for recordation, on behalf of the Collateral Trustee as mortgagee or beneficiary, as applicable, such Mortgages, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages in this Indenture the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to the other Note DocumentsIntercreditor Agreement), against the parties hereto acknowledge Oil and agree that Gas Properties and related assets of the Company shall deliverand the Subsidiary Guarantors that are subject to Liens securing the Priority Lien Obligations on the Issue Date, and (ii) on the date that each such Mortgage is so filed or recorded, cause one or more Guarantors its counsel for the jurisdiction in which the relevant Oil and Gas Properties and related assets are located to deliver, execute and deliver to the Collateral Trustee the following items within 90 days after the Issue Date: (a) fully executed counterparts a favorable Opinion of Mortgages (Counsel with respect thereto in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) form and to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence substance reasonably satisfactory to the Credit Agreement Agent Collateral Trustee. The Company shall give notice (A) that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been it has delivered to the Persons responsible for recording Priority Lien Agent or filingits counsel the Mortgages establishing the Parity Liens on Oil and Gas Properties required to be subject to a Mortgage in accordance with this Section 11.02(a) and (B) that it has received copies of at least 90% (by number, with each Mortgage to be recorded in a county, parish or other jurisdiction to be counted as applicable, a separate Mortgage) of such MortgagesMortgages with markings reflecting their recordation, UCC fixture filingsin each case, aseither (x) by notice promptly thereafter to the Trustee with a direction to transmit the same to the Holders or (y) by disclosure contained in the Company’s next Quarterly Report on Form 10-extracted collateral filings, equivalent filings Q or similar filingsAnnual Report on Form 10-K, as the case may be;, to be filed. (b) title information and lien searches with respect to Any Security Documents entered into after the Mortgaged PropertiesIssue Date shall be substantially in the form of the corresponding security document securing the Priority Liens Obligations, or to the extent requested by the Credit Agreement Agent; and (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitationthere is no such corresponding security document, the enforceability of each Mortgage under corresponding security documents securing the laws of Priority Lien Obligations in place on the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas lawsIssue Date, in each case, in form with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and substance substantially equivalent with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the opinions delivered Collateral Trustee pursuant to the Credit Agreement Agent. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion an Officers’ Certificate of the deliveries referred to in this Section 13.04Company.

Post-Issue Date Collateral Requirements. Notwithstanding anything to (a) Within 30 days of the contrary contained in this Indenture or the other Note DocumentsIssue Date, the parties hereto acknowledge and agree that the Company shall deliverIssuer shall, or shall cause one or more Guarantors to deliverthe applicable Guarantor to, (i) execute and deliver to the Collateral Trustee the following items within 90 days after the Issue Date: (a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filingsTrustee, as available in each applicable jurisdiction) mortgagee or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filingbeneficiary, as applicable, such Mortgages or other Security Documents, and any supplements or amendments related thereto, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such MortgagesMortgages or other Security Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, UCC fixture filingsperfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Collateral Liens), as-extracted collateral filings, equivalent filings on or similar filingsagainst the Collateral that include not less than 80% of the Present Value of Proved Reserves held by the Issuer and the Restricted Subsidiaries, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent requested evaluated in Reserve Reports prepared by the Credit Agreement Agent; and (c) legal opinions addressed Issuer or which the Issuer causes to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability be prepared as of each December 31 and June 30 and (ii) on the date that each such Mortgage under the laws of is so filed or recorded, cause its counsel for the jurisdiction in which the Mortgaged Property subject relevant Oil and Gas Properties are located to execute and deliver to the Collateral Trustee a favorable Opinion of Counsel with respect thereto in form and substance reasonably satisfactory to the Collateral Trustee. (b) Any Security Documents entered into after the Issue Date shall be substantially in the form of the corresponding security document securing the Priority Liens, or to the extent there is no such Mortgage is locatedcorresponding security document, the creation of valid mortgage Liens corresponding security documents securing the Priority Lien Obligations in place on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas lawsIssue Date, in each case, in form with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and substance substantially equivalent with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the opinions delivered Collateral Trustee pursuant to the Credit Agreement Agent. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion an Officers’ Certificate and Opinion of the deliveries referred to in this Section 13.04Counsel.

Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 30 days after the Issue Date: (a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement AgentCollateral Trustee, at the direction of the holders of Third Lien Obligations in accordance with the terms of the applicable Third Lien Documents, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent Collateral Trustee that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent as requested by the Credit Agreement AgentCollateral Trustee, at the direction of the holders of Third Lien Obligations in accordance with the terms of the applicable Third Lien Documents; and (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions previously delivered to the Credit Agreement AgentCollateral Trustee. The Company shall file a Current Report on Form 8-K with the SEC within the applicable time period for such a filing, containing customary detail on such actions, upon completion of the deliveries referred to in this Section 13.04.

Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 days after the Issue Date: (a) fully executed counterparts The Company and the applicable Subsidiary Guarantors are parties to certain Mortgages that secure the Existing Second Lien Notes and that will, upon the execution and recording of Mortgages (in sufficient counterparts for certain amendments thereto, establish Parity Liens on the prompt recordation in each jurisdiction in which Collateral. Accordingly, on or before January 5, 2018, the Mortgaged Property subject Company shall, or shall cause the applicable Subsidiary Guarantors to, execute and deliver amendments to such Mortgage is located) and Mortgages to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by appropriate local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible counsel’s office for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent requested by the Credit Agreement Agent; and applicable recording office for recording (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitationsuch amendments, the enforceability of each “Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement AgentAmendments”). The Company shall file make a Current Report filing on Form 8-K with the SEC within five Business Days after January 5, 2018 indicating the Company’s compliance with the requirement in the immediately preceding sentence. The Company hereby covenants and confirms as follows: (i) that such Mortgages have been filed for record in the real estate records, mortgage records or other appropriate records of each jurisdiction where any part of the Collateral constituting Oil and Gas Properties of the Company and its Restricted Subsidiaries are situated, and (ii) that upon the Mortgage Amendments being filed for record in the real estate records, mortgage records or other appropriate records of each such jurisdiction, such Mortgages will create for the benefit of the parties secured thereby (including the Holders) valid and perfected Parity Liens on the Oil and Gas Properties subject to such Mortgages (as amended by such Mortgage Amendments), which Oil and Gas Properties had, as of November 1, 2017, a PV-9 value equal to at least 90% 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. The Company shall, or shall cause the applicable Subsidiary Guarantors to, (i) cause appropriate counsel to execute and deliver to the Collateral Trustee Opinions of Counsel (subject to customary assumptions and qualifications) in form reasonably satisfactory to the Collateral Trustee on the date of delivery of such Mortgage Amendments for recording substantially to the effect that, by virtue of the recording of such Mortgage Amendments and the filing of appropriate Uniform Commercial Code financing statements (or amendments to existing financing statements), the Collateral Trustee has or will have a valid and perfected lien for the benefit of the Holders with respect to the Oil and Gas Properties subject to such Mortgages (as amended by such Mortgage Amendments), and (ii) promptly pay any required taxes or fees in connection with the recordation and filing of such Mortgage Amendments. The Company shall, or shall cause the applicable Subsidiary Guarantor to, send written evidence of the recording of such Mortgage Amendments promptly after the receipt of evidence of such recording to the Collateral Trustee. (b) To the extent required by the Security Documents for each deposit account, securities account and commodity account that the Company or any Subsidiary Guarantor at any time period maintains, the Company shall, or shall cause the applicable Subsidiary Guarantor to, pursuant to a customary control agreement in form and substance reasonably satisfactory to the Collateral Trustee, cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Collateral Trustee (or, prior to the Discharge of Priority Lien Obligations (as defined in the Intercreditor Agreement), the Priority Lien Agent, as gratuitous bailee for the Secured Parties) to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to any such deposit account, directing the transfer or redemption of a financial asset credited to any such deposit account or directing the application of any value distributed on account of any commodity contract carried in any such commodity account, in each case without further consent of the Company or such Subsidiary Guarantor, or take such other action as the Collateral Trustee may approve in order to perfect the Collateral Trustee’s security interest in such deposit account, securities account or commodity account. The Company hereby covenants and confirms that each deposit account, securities account and commodity account existing on the Issue Date that is required by the Security Documents to be subject to a customary control agreement is subject to such a filingcustomary control agreement that has been delivered to the Collateral Trustee. With respect to any such deposit account, containing customary detail on securities account or commodity account opened after the Issue Date, the required control agreement shall be delivered substantially contemporaneously with the opening thereof. On the date that any such actionscontrol agreement is executed, upon completion the Company shall cause appropriate counsel to execute and deliver to the Collateral Trustee an Opinion of Counsel in form reasonably satisfactory to the Collateral Trustee and substantially to the effect that the Collateral Trustee has a valid and perfected lien, perfected by “control,” with respect to each such deposit account, securities account or commodity account. (c) Any Security Documents providing for the Parity Liens entered into after the Issue Date shall be substantially in the form of, and grant security interests in the same assets as, the corresponding security documents securing the Priority Lien Obligations, or to the extent there are no such corresponding security documents, the form of the deliveries referred corresponding security documents securing the Priority Lien Obligations in place on the Issue Date, in each case, with such changes as are reasonably necessary to in this Section 13.04reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the Collateral Trustee pursuant to an Officers’ Certificate of the Company. Neither the Trustee nor the Collateral Trustee shall have any duty or obligation to determine whether deletions or modifications of representations, warranties and covenants with respect to security documents establishing Liens are customary.

Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 days after the Issue Date: (a) fully executed counterparts The Company and the applicable Subsidiary Guarantors are parties to certain Mortgages that secure the Existing Second Lien Notes and that will, upon the execution and recording of Mortgages (in sufficient counterparts for certain amendments thereto, establish Parity Liens on the prompt recordation in each jurisdiction in which Collateral. Accordingly, on or before September 20, 2018, the Mortgaged Property subject Company shall, or shall cause the applicable Subsidiary Guarantors to, execute and deliver amendments to such Mortgage is located) and Mortgages to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by appropriate local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible counsel’s office for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) title information and lien searches with respect to the Mortgaged Properties, to the extent requested by the Credit Agreement Agent; and applicable recording office for recording (c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitationsuch amendments, the enforceability of each “Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mortgages with respect to Delaware and Texas laws, in each case, in form and substance substantially equivalent to the opinions delivered to the Credit Agreement AgentAmendments”). The Company shall file make a Current Report filing on Form 8-K with the SEC within five Business Days after September 20, 2018 indicating the Company’s compliance with the requirement in the immediately preceding sentence. The Company hereby covenants and confirms as follows: (i) that such Mortgages have been filed for record in the real estate records, mortgage records or other appropriate records of each jurisdiction where any part of the Collateral constituting Oil and Gas Properties of the Company and its Restricted Subsidiaries are situated, and (ii) that upon the Mortgage Amendments being filed for record in the real estate records, mortgage records or other appropriate records of each such jurisdiction, such Mortgages will create for the benefit of the parties secured thereby (including the Holders) valid and perfected Parity Liens on the Oil and Gas Properties subject to such Mortgages (as amended by such Mortgage Amendments), which Oil and Gas Properties had, as of April 17, 2018, a PV-9 value equal to at least 90% 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. The Company shall, or shall cause the applicable Subsidiary Guarantors to, (i) cause appropriate counsel to execute and deliver to the Collateral Trustee Opinions of Counsel (subject to customary assumptions and qualifications) in form reasonably satisfactory to the Collateral Trustee on the date of delivery of such Mortgage Amendments for recording substantially to the effect that, by virtue of the recording of such Mortgage Amendments and the filing of appropriate Uniform Commercial Code financing statements (or amendments to existing financing statements), the Collateral Trustee has or will have a valid and perfected lien for the benefit of the Holders with respect to the Oil and Gas Properties subject to such Mortgages (as amended by such Mortgage Amendments), and (ii) promptly pay any required taxes or fees in connection with the recordation and filing of such Mortgage Amendments. The Company shall, or shall cause the applicable Subsidiary Guarantor to, send written evidence of the recording of such Mortgage Amendments promptly after the receipt of evidence of such recording to the Collateral Trustee. (b) To the extent required by the Security Documents for each deposit account, securities account and commodity account that the Company or any Subsidiary Guarantor at any time period maintains, the Company shall, or shall cause the applicable Subsidiary Guarantor to, pursuant to a customary control agreement in form and substance reasonably satisfactory to the Collateral Trustee, cause the depository bank that maintains such deposit account, securities intermediary that maintains such securities account, or commodities intermediary that maintains such commodity account, as applicable, to agree to comply at any time with instructions from the Collateral Trustee (or, prior to the Discharge of Priority Lien Obligations (as defined in the Intercreditor Agreement), the Priority Lien Agent, as gratuitous bailee for the Secured Parties) to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to any such deposit account, directing the transfer or redemption of a financial asset credited to any such deposit account or directing the application of any value distributed on account of any commodity contract carried in any such commodity account, in each case without further consent of the Company or such Subsidiary Guarantor, or take such other action as the Collateral Trustee may approve in order to perfect the Collateral Trustee’s security interest in such deposit account, securities account or commodity account. The Company hereby covenants and confirms that each deposit account, securities account and commodity account existing on the Issue Date that is required by the Security Documents to be subject to a customary control agreement is subject to such a filingcustomary control agreement that has been delivered to the Collateral Trustee. With respect to any such deposit account, containing customary detail on securities account or commodity account opened after the Issue Date, the required control agreement shall be delivered substantially contemporaneously with the opening thereof. On the date that any such actionscontrol agreement is executed, upon completion the Company shall cause appropriate counsel to execute and deliver to the Collateral Trustee an Opinion of Counsel in form reasonably satisfactory to the Collateral Trustee and substantially to the effect that the Collateral Trustee has a valid and perfected lien, perfected by “control,” with respect to each such deposit account, securities account or commodity account. (c) Any Security Documents providing for the Parity Liens entered into after the Issue Date shall be substantially in the form of, and grant security interests in the same assets as, the corresponding security documents securing the Priority Lien Obligations, or to the extent there are no such corresponding security documents, the form of the deliveries referred corresponding security documents securing the Priority Lien Obligations in place on the Issue Date, in each case, with such changes as are reasonably necessary to in this Section 13.04reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the Collateral Trustee pursuant to an Officers’ Certificate of the Company. Neither the Trustee nor the Collateral Trustee shall have any duty or obligation to determine whether deletions or modifications of representations, warranties and covenants with respect to security documents establishing Liens are customary.