Common use of Additional Collateral; Additional Guarantors Clause in Contracts

Additional Collateral; Additional Guarantors. (a) In connection with the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c), the Borrower shall review its Midstream Properties to determine if Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of the Security Instruments and, to the extent that Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instruments, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien (provided the Excepted Liens may exist) on additional Midstream Properties not already subject to a Lien of the Security Instruments such that Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Midstream Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for the avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien PV-9 of the Security Instruments andBorrowing Base Properties evaluated in such Reserve Report after giving effect to exploration and production activities, to acquisitions, dispositions and production. In the extent event that Midstream the Mortgaged Properties that contributed do not represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien (provided the that Excepted Mortgaged Property Liens may exist) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch PV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Midstream Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b). It is understood that the obligation to pledge and provide such first priority perfected liens (subject to Excepted Mortgaged Property Liens) on only 90% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Borrowing Base Properties; accordingly, at any time that an Event of Default has occurred and is continuing, the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be may be increased up to 100% (but in no case in a manner that would be unduly burdensome for the Borrower) upon reasonable request of the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for the avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9085% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien PV-9 of the Security Instruments andBorrowing Base Properties evaluated in such Reserve Report after giving effect to exploration and production activities, to acquisitions, dispositions and production. In the extent event that Midstream the Mortgaged Properties that contributed do not represent at least 9085% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien (provided the that Excepted Mortgaged Property Liens may exist) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9085% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch PV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Midstream Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b). It is understood that the obligation to pledge and provide such first priority perfected liens (subject to Excepted Mortgaged Property Liens) on only 85% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Borrowing Base Properties; accordingly, at any time that an Event of Default has occurred and is continuing, the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be may be increased up to 100% (but in no case in a manner that would be unduly burdensome for the Borrower) upon reasonable request of the Administrative Agent.

Additional Collateral; Additional Guarantors. (a) In connection with To the preparation and delivery each certificate of a Financial Officer extent required pursuant to Section 8.01(c)the terms of the ABL Credit Agreement, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90% (or such other higher or lower percentage required by the ABL Credit Agreement) of Midstream Adjusted EBITDA reflected the total value of the Oil and Gas Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 90% (or such other higher or lower percentage required by the ABL Credit Agreement) of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch total value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.10, to the Administrative Agent or its designee as security for the Secured Obligations a firstsecond-priority Lien interest (provided that Permitted Liens of the Excepted Liens type described in clauses (a) to (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 90% (or such other higher or lower percentage required by the ABL Credit Agreement) of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee (it being understood that any form satisfactory to the ABL Facility Administrative Agent shall be satisfactory) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.11(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Borrowing Base, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90% the Required Engineered Value of Midstream Adjusted EBITDA reflected the Oil and Gas Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch Required Engineered Value, then the Borrower shall, and shall cause other Credit Parties to, promptly, but in any event within thirty (30) days of delivery of the Reserve Report (or such longer period as the Administrative Agent may approve in its Subsidiaries tosole discretion), grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien interest (provided the Excepted subject only to Liens may existpermitted by Section 9.03) on additional Midstream Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch Required Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9095% of Midstream Adjusted EBITDA reflected the PV-9 of the Borrowing Base Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, Dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 9095% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.11(c), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided the that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9095% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch PV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Midstream Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 95% (rather than 100%) of the PV-9 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-9 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be up to 100% at any time.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for the avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(aeight-five percent (85%) or Section 8.01(b) are subject to a Lien of the Security Instruments andPV-9 of the Borrowing Base Properties after giving effect to exploration and production activities, to acquisitions, dispositions and production. In the extent event that Midstream the Mortgaged Properties that contributed do not represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(aeighty-five percent (85%) or Section 8.01(b) are not then subject a Lien of the Security InstrumentsPV-9 of the Borrowing Base Properties, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided the that Excepted Liens may existof the type described in clauses (a) to (d) and (f) of the definition thereof shall be permitted to exist thereupon, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(aeighty-five percent (85%) or Section 8.01(b) become subject to the Lien of the Security InstrumentsPV-9 of the Borrowing Base Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with the preparation and delivery of each certificate of a Financial Officer pursuant to Section 8.01(c)Reserve Report, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)(iii)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90(i) 80% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien total PV10 of the Security Instruments andOil and Gas Properties of the Borrower and the Guarantors evaluated in such Reserve Report after giving effect to exploration and production activities, to the extent that Midstream Properties that contributed at least 90acquisitions, dispositions and production and (ii) 80% of Midstream Adjusted EBITDA reflected the Unproven Utica Shale Acreage and (iii) substantially all of each Gathering System then in operation. In the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are event that the Mortgaged Properties do not then subject a Lien satisfy the requirements of the Security Instrumentsforegoing clauses (i) to (iii), then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant promptly grant, but in any event within sixty (60) days of delivery of the certificate required under Section 8.12(b), to the Administrative Agent or its designee as security for the Obligations a first-priority Lien (provided the Excepted Liens may exist) on Security Instruments covering additional Midstream Oil and Gas Properties or Gathering System rights of way and easements not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed at least 90% will comply with clauses (i), (ii) and (iii) of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to this Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instruments8.14(a), as applicable. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order To the extent that any portion of a Gathering System is located on an Oil and Gas Property, rather than on separate rights of way and easements, the Borrower may elect for the Security Instrument covering such Oil and Gas Property to comply with the foregoing, if any Subsidiary places cover such portion of a Lien on its Midstream Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13Gathering System as well.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Borrowing Base, the Borrower shall review its Midstream the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien total value of the Security Instruments and, to Oil and Gas Properties evaluated in such Reserve Report. In the extent event that Midstream the Mortgaged Properties that contributed do not represent at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent or its designee as security for the Obligations a first-priority Lien Index interest (provided that Liens which are permitted by the Excepted terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens may existhave at such time under applicable law) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.13(b).

Additional Collateral; Additional Guarantors. (a) In connection with each Scheduled Redetermination of the preparation Borrowing Base and delivery each certificate any redetermination of a Financial Officer pursuant to Section 8.01(c)the Borrowing Base in connection with an acquisition or Disposition of Property permitted hereunder, the Borrower shall review its Midstream and the Guarantors’ Oil and Gas Properties to determine if Midstream ascertain whether such Oil and Gas Properties are Mortgaged Properties. In the event that contributed at least 90% the Mortgaged Properties do not represent substantially all, but in no event less than ninety-five percent (95%), of Midstream Adjusted EBITDA reflected in its and the most recent financial statements Guarantors’ (i) total Proved Reserves, and certificates delivered pursuant to Section 8.01(a(ii) or Section 8.01(b) are subject to a Lien of the Security Instruments and, to the extent that Midstream Properties that contributed at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instruments, total Proved Reserves classified as “proved developed producing,” then the Borrower shall, and shall cause its Subsidiaries the Guarantors to, grant grant, within forty-five (45) days of delivery of the certificate required under Section 8.12(c) (or such later date not to exceed forty-five (45) additional days as the Administrative Agent may agree in its sole discretion), to the Administrative Agent or its designee as security for the Obligations a first-priority Lien (provided the Excepted interest subject only to Liens may exist) permitted by Section 9.03 on additional Midstream such Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties will constitute substantially all, but in no event less than ninety-five percent (95%) of each of the Borrower’s and the Guarantors’ (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing.” If any Mortgaged Property includes a structure with two or more walls that contributed at least 90% of Midstream Adjusted EBITDA reflected is located in a special flood hazard zone, the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject Obligors shall deliver evidence that the flood insurance requirements have been satisfied to the Lien Administrative Agent contemporaneously with delivery of the Security Instruments, and the Administrative Agent shall be satisfied that flood insurance requirements have been satisfied. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Midstream Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for the avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9095% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien PV-9 of the Security Instruments andBorrowing Base Properties after giving effect to exploration and production activities, to acquisitions, dispositions and production. In the extent event that Midstream the Mortgaged Properties that contributed do not represent at least 9095% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien PV-9 of the Security InstrumentsBorrowing Base Properties, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided the subject only to Excepted Liens may existof the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9095% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien PV-9 of the Security InstrumentsBorrowing Base Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Borrowing Base, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90(i) 80% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien total PV10 of the Security Instruments andproved Oil and Gas Properties of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to the extent that Midstream Properties that contributed at least 90exploration and production activities, acquisitions, dispositions and production, (ii) 80% of Midstream Adjusted EBITDA reflected the Unproven Utica Shale Acreage, and (iii) substantially all of each Gathering System then in operation. In the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are event that the Mortgaged Properties do not then subject a Lien satisfy the requirements of the Security Instrumentsforegoing clauses (i) to (iii), then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant promptly grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent or its designee Agent, as security for the Obligations a first-priority Lien (provided the Excepted Liens may exist) on Obligations, Security Instruments covering additional Midstream Oil and Gas Properties or Gathering System rights of way and easements not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed at least 90% will comply with clauses (i), (ii) and (iii) of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to this Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instruments8.14(a), as applicable. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order To the extent that any portion of a Gathering System is located on an Oil and Gas Property, rather than on separate rights of way and easements, the Borrower may elect for the Security Instrument covering such Oil and Gas Property to comply with the foregoing, if any Subsidiary places cover such portion of a Lien on its Midstream Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13Gathering System as well.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for the avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(aeighty-five percent (85%) or Section 8.01(b) are subject to a Lien of the Security Instruments andPV-9 of the Borrowing Base Properties after giving effect to exploration and production activities, to acquisitions, dispositions and production. In the extent event that Midstream the Mortgaged Properties that contributed do not represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(aeighty-five percent (85%) or Section 8.01(b) are not then subject a Lien of the Security InstrumentsPV-9 of the Borrowing Base Properties, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.12(c), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided the subject only to Excepted Liens may existof the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(aeighty-five percent (85%) or Section 8.01(b) become subject to the Lien of the Security InstrumentsPV-9 of the Borrowing Base Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Borrowing Base, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9085% of Midstream Adjusted EBITDA reflected the total value of the Oil and Gas Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 9085% of Midstream Adjusted EBITDA reflected such total value or in the most recent financial statements event that any Tranche B Loans remain outstanding and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of unpaid after the Security InstrumentsTranche B Termination Date, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (provided the subject only to Excepted Liens may existof the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9085% of Midstream Adjusted EBITDA reflected such total value. In the event that the Tranche B Loans have been paid in full, then the most recent financial statements Borrower shall, and certificates delivered pursuant shall cause its Subsidiaries to, grant to Section 8.01(athe Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) or Section 8.01(bto (d) become and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security InstrumentsInstruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of the total value of the Oil and Gas Properties included in the then effective Borrowing Base. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with the preparation and delivery The Company shall review each certificate of a Financial Officer Reserve Report delivered pursuant to Section 8.01(c4.13 and the list of current Mortgaged Properties (as described in Section 4.13(b)(v), ) to ascertain whether the Borrower shall review its Midstream Mortgaged Properties to determine if Midstream Properties that contributed represent at least 90% of Midstream Adjusted EBITDA reflected the Recognized Value of the proved Oil and Gas Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch Recognized Value, then the Borrower Company shall, and shall cause its Subsidiaries (other than any Exempt CFC or Subsidiary thereof) to, grant grant, within 30 days after delivery of the certificate required under Section 4.13(b), to the Administrative Collateral Agent or its designee as security for the Obligations Notes a first-priority Lien interest (provided that Liens pursuant to the First Lien Documents and Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments Documents such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch total value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security InstrumentsDocuments, all in form and substance reasonably satisfactory to, and as are necessary to maintain or establish the perfected security interest of, the Collateral Agent in the applicable Collateral with the requisite priority required pursuant to the Administrative Agent or its designee Note Documents and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Midstream Oil and Gas Properties to the Collateral Agent for the ratable benefit of the Holders and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.134.15(b).

Additional Collateral; Additional Guarantors. (a) In connection with the preparation and delivery of each certificate of a Financial Officer pursuant to Section 8.01(c)Reserve Report, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed include (i) (A) Oil and Gas Properties constituting Proved Developed Producing Reserves representing at least 90% of Midstream Adjusted EBITDA reflected the total present value (using a 10% discount rate and as such value is set forth in the most recent financial statements such Reserve Report) of all Proved Developed Producing Reserves evaluated in such Reserve Report and certificates delivered pursuant to Section 8.01(a(B) or Section 8.01(b) are subject to a Lien of the Security Instruments and, to the extent that Midstream Oil and Gas Properties that contributed constituting Proved Reserves representing at least 90% of Midstream Adjusted EBITDA reflected the total present value (using a 10% discount rate and as such value is set forth in such Reserve Report) of all Proved Reserves evaluated in such Reserve Report, (ii) subject to Section 8.14(f), substantially all of the Credit Parties’ Oil and Gas Properties not constituting Proved Reserves and (iii) substantially all midstream assets and any infrastructure or related Oil and Gas Property. If the Mortgaged Properties do not include the requisite Properties as set forth in the most recent financial statements foregoing clauses (i), (ii) and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instruments(iii), then the Borrower shall, and shall cause its Subsidiaries to, grant (from its available unencumbered Property), within thirty (30) days of delivery of the certificate required under Section 8.12(b), to the Administrative Collateral Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided the that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties and midstream properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed at least 90% of Midstream Adjusted EBITDA reflected will include such requisite Properties as set forth in the most recent financial statements such clauses (i), (ii) and certificates delivered pursuant to Section 8.01(a(iii) or Section 8.01(b) become subject to the Lien of the Security Instrumentsimmediately preceding sentence. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Collateral Agent or its designee and the Borrower and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Borrowing Base, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent (i) at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien total PV10 of the Security Instruments andBorrowing Base Properties of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to the extent that Midstream Properties that contributed exploration and production activities, acquisitions, dispositions and production, and (ii) at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien 50%, measured by net acres owned, of the Security InstrumentsUnproven Acreage acquired by the Borrower or any Guarantor on or after April 1, 2014 and owned by the Borrower and the Guarantors at such time. In the event that the Mortgaged Properties do not satisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant promptly grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent or its designee Agent, as security for the Obligations a first-priority Lien (provided the Excepted Liens may exist) on Obligations, Security Instruments covering additional Midstream Borrowing Base Properties and/or Unproven Acreage not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentswill comply with such requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Midstream Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation Borrowing Base and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Threshold Amount, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9080% of Midstream Adjusted EBITDA reflected the total value of the Oil and Gas Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (provided the subject only to Excepted Liens may existof the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b). The Borrower agrees that it will not, and will not permit any Restricted Subsidiary to, xxxxx x Xxxx on any Property to secure the Second Lien Term Loan Agreement without (i) giving prior written notice to the Administrative Agent and (ii) granting to the Administrative Agent to secure the Indebtedness a first-priority Lien on this same Property.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Borrowing Base, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9080% of Midstream Adjusted EBITDA reflected the total value of the Proved Hydrocarbon Interests evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch total value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant grant, within 30 days of the delivery of the certificate required under Section 8.11(c) (or such longer period as the Administrative Agent may agree in its discretion), to the Administrative Agent or its designee as security for the Obligations Secured Indebtedness a first-priority Lien interest (provided the Excepted that Permitted Liens may exist) on additional Midstream Oil and Gas Properties evaluated in the most recently completed Reserve Report containing Proved Hydrocarbon Interests not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9080% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order Notwithstanding anything to comply with the foregoingcontrary contained in this Agreement, if any Restricted Subsidiary places a Lien on its Midstream Oil and Gas Properties to secure the Secured Indebtedness and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.13(c).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9085% of Midstream Adjusted EBITDA reflected the PV-10 of the Borrowing Base Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, Dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 9085% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch PV-10 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.11(c), to the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (provided the that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9085% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch PV-10 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in with sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Midstream Oil and Gas Properties pursuant to this Section 8.13(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.13(b). It is understood that the obligation to pledge and provide first priority perfected liens on only 85% (rather than 100%) of the PV-10 of the Borrowing Base Properties is a matter of administrative convenience only and it is the intention of the parties that the Administrative Agent benefit from an all assets pledge of the Loan Parties’ Properties; accordingly the percentage of the PV-10 of the Borrowing Base Properties pledged to the Administrative Agent for the benefit of the Secured Parties may be (but shall not be required to be) up to 100% at any time.

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate of a Financial Officer pursuant to Section 8.01(c)Borrowing Base, the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 9075% (unless the Aggregate Maximum Credit Amount is greater than $800,000,000 then 80%) of Midstream Adjusted EBITDA reflected the total value of the Oil and Gas Properties evaluated in the most recent financial statements recently completed Reserve Report after giving effect to exploration and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien of production activities, acquisitions, dispositions and production. In the Security Instruments and, to event that the extent that Midstream Mortgaged Properties that contributed do not represent at least 9075% (unless the Aggregate Maximum Credit Amount is greater than $800,000,000 then 80%) of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch total value, then the Borrower shall, and shall cause its Subsidiaries to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate, to the Administrative Agent or its designee as security for the Obligations Indebtedness a first-priority Lien interest (provided the that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 9075% (unless the Aggregate Maximum Credit Amount is greater than $800,000,000 then 80%) of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Midstream Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b).

Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the preparation and delivery each certificate Borrowing Base (including, for the avoidance of a Financial Officer pursuant to Section 8.01(cdoubt, any Interim Redetermination), the Borrower shall review its Midstream the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to determine if Midstream ascertain whether the Mortgaged Properties that contributed represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are subject to a Lien PV-9 of the Security Instruments andBorrowing Base Properties evaluated in such Reserve Report after giving effect to exploration and production activities, to acquisitions, dispositions and production. In the extent event that Midstream the Mortgaged Properties that contributed do not represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) are not then subject a Lien of the Security Instrumentssuch PV-9 value, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant grant, within thirty (30) days of delivery of the Reserve Report Certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent or its designee as security for the Secured Obligations a first-first- priority Lien (provided the Excepted that Liens permitted by Section 9.03 may exist) on additional Midstream Oil and Gas Properties not already subject to a Lien of the Security Instruments such that Midstream after giving effect thereto, the Mortgaged Properties that contributed will represent at least 90% of Midstream Adjusted EBITDA reflected in the most recent financial statements and certificates delivered pursuant to Section 8.01(a) or Section 8.01(b) become subject to the Lien of the Security Instrumentssuch PV-9 value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Midstream Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.138.14(b). (b) The Borrower shall promptly (and in any event within 30 days or such longer period as agreed to by the Administrative Agent in its sole discretion) cause each Material Subsidiary that is a Domestic Group Member that is not designated as an Unrestricted Subsidiary pursuant to Section 8.18 (and any other Subsidiary that is required to become a Guarantor pursuant to Section 8.14(a)) to guarantee and secure the Secured Obligations in accordance with the terms herewith and the Security Agreement. In connection with any such guaranty and security interest grant, the Borrower shall, or shall cause (i) such Material Subsidiary to execute and deliver a Counterpart Agreement and (ii) the owners of the Equity Interests of such Material Subsidiary to pledge all of the Equity Interests of such new Material Subsidiary (including, if such Equity Interests are certificates, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additional 81 007870-0083-15888-Active.27383864