Common use of Agreement to Deliver Security Documents Clause in Contracts

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrument.

Agreement to Deliver Security Documents. The Borrower shall promptly delivershall, and shall cause its Specified Subsidiaries to, execute and deliver to cause the Collateral Trustee, with an executed copy of each of thereof provided to the Guarantors to deliverAdministrative Agent, to further secure the Sharing Obligations, whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents Documents, for the benefit of the Secured Parties, in form and substance satisfactory to the Administrative Agent Agent, for the purpose of granting, confirming, and perfecting first perfecting, for the benefit of the Secured Parties, second and prior liens Liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor Property now owned or hereafter acquired by the Borrower or any GuarantorSpecified Subsidiaries, as applicable, subject only to Permitted Liens. The Borrower shall, and (iii) all property of shall cause the Borrower or any Guarantor of Specified Subsidiaries to, deliver, and cause the type described in the Security Agreement attached hereto as Exhibit I. The Borrower also agrees Specified Subsidiaries, where applicable, to deliver, or to cause to be delivered, in each case to the extent not already deliveredCollateral Trustee, with an executed copy of each thereof provided to the Administrative Agent, whenever requested by the Administrative Agent in its sole and absolute discretion (a) Agent, favorable title information (including, if reasonably requested by opinions from legal counsel acceptable to the Administrative Agent, title opinions) acceptable insurance policies, or such other evidence of title satisfactory to the Administrative Agent with respect to the Borrower's or any Guarantor's Oil and Gas Mortgaged Properties constituting at least eighty percent (80%) of the present value, determined designated by the Lenders in their sole Administrative Agent, based upon abstract or record examinations acceptable to the Administrative Agent and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating (a) stating that the Borrower or a Guarantorsuch Specified Subsidiary, as applicable, have has good and defensible marketable title to such properties and intereststhe Mortgaged Properties, free and clear of all Liens except Permitted Liens, (other than those permitted by Section 7.1b) confirming that such Mortgaged Properties are subject to Security Documents securing the Sharing Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage Liens in such Mortgaged Properties and interests, and assignments of and security interests in the Oil and Gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties and interests and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrumentrequest.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, Company agrees to deliver and to cause each of the Guarantors other Restricted Person to deliver, to further secure the ObligationsObligations whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower any real or any Guarantor in any other Guarantor personal property now owned or hereafter acquired by any Restricted Person. Company agrees to deliver and to cause each other Restricted Person to deliver, whenever requested by Administrative Agent, in its sole and absolute discretion, transfer orders or letters in lieu thereof with respect to the Borrower or any Guarantorproduction and proceeds of production from the Collateral, in form and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower substance satisfactory to Administrative Agent. Company also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) discretion, favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) opinions from legal counsel acceptable to the Administrative Agent with respect to the Borrower's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' Restricted Person’s properties and demonstrating interests designated by Administrative Agent, based upon abstract or record examinations to dates acceptable to Administrative Agent and (a) stating that the Borrower or a Guarantor, as applicable, have such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such properties and interests are subject to Security Documents securing the Administrative Agent in its sole discretion opining Obligations that the forms of Mortgage are sufficient to constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof. In addition , and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all (c) covering such opinions of legal counsel other matters as the Administrative Agent may reasonably request request. Company shall deliver duly executed control agreements from each institution holding any Restricted Person’s Deposit Accounts pursuant to which such institution recognizes Administrative Agent’s Lien in such Deposit Accounts and, upon the occurrence and during the continuance of an Event of Default, agrees to transfer collected balances in all such Deposit Accounts to Administrative Agent pursuant to its instructions from time to time; provided that no such control agreement shall be required with respect to Deposit Accounts that are designated solely as (a) payroll funding accounts or (b) royalty or joint interest owner accounts. Each Restricted Person shall (a) cause any Security Documents required to be filed with an Indian tribe, the Bureau of Indian Affairs, or the U.S. Bureau of Land Management to be so filed, (b) shall diligently attempt to obtain all consents from such Persons that are necessary or desirable in connection with any such security or instrumentNote Documents, and (c) shall provide monthly updates to Administrative Agent with respect to the foregoing filings and consents until they are obtained.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, agrees to --------------------------------------- deliver and to cause each of the Guarantors other Restricted Person to deliver, to further secure the ObligationsObligations whenever requested by Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior any real or personal property which is at such time Collateral or which was intended to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's be Collateral pursuant to any Security Document previously executed and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the not then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired released by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Agent. Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever reasonably requested by the Administrative Agent in its sole and absolute discretion (a) discretion, favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) opinions from legal counsel acceptable to the Administrative Agent with respect to the Borrowerany Restricted Person's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating interests designated by Agent, based upon abstract or record examinations to dates acceptable to Agent and (a) stating that the Borrower or a Guarantor, as applicable, have such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such properties and interests are subject to Security Documents securing the Administrative Agent in its sole discretion opining Obligations that the forms of Mortgage are sufficient to constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof, and (c) covering such other matters as Agent may reasonably request. In addition Borrower will deliver title opinions in form, substance and not by way authorship satisfactory to Agent concerning the properties listed on Part B of limitation of Schedule 4 on or before December 31, 1999. On or before April 1, 2000, Borrower will deliver to Agent such supplemental and curative materials as Agent shall reasonably request with respect to the title opinions referenced in Section 4.1(k) and the title opinions referenced in the immediately preceding sentence. Notwithstanding the foregoing, in if any request by Agent for the case aforementioned supplemental and curative materials for any particular property or properties is delivered to Borrower less than 75 days prior to April 1, 2000, then the deadline for the delivery by Borrower of such supplemental and curative materials for such property or properties to Agent shall be extended so that Borrower shall have 75 days from the Borrower or any Guarantor granting a Lien in favor receipt of the Administrative such request from Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain to deliver such supplemental and furnish curative materials to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrumentAgent.

Agreement to Deliver Security Documents. The Borrower shall promptly agrees to deliver, and to cause each of the Guarantors other Restricted Person to deliver, to further secure the Secured Obligations, promptly after a request by Administrative Agent in its reasonable discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title searches, title insurance (in respect of any real property with an acquisition cost in excess of $500,000), financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in interests, subject only to Permitted Liens and other Liens (iif any) prior to permitted under the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing BaseLoan Documents, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower on any real or any Guarantor in any other Guarantor personal property now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower also agrees to deliver, or to cause to be delivered, such Person to the extent not already delivered, whenever requested otherwise consistent with and required by the Loan Documents; provided, however, that notwithstanding anything in this Agreement or any Security Document to the contrary, no Guarantor shall be required to xxxxx x Xxxx to support any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of such Guarantor. In furtherance thereof, each Restricted Person shall promptly notify Administrative Agent of any individual real properties in its sole and absolute discretion which a Restricted Person has an 80 CREDIT AGREEMENT interest (awhether by acquisition, lease or otherwise) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value an acquisition cost in excess of $1,000,000 located 500,000. In addition, Borrower agrees to provide, and to cause each other Restricted Person to provide, title information in form and substance reasonably satisfactory to Administrative Agent for any property on which a Lien is required to be granted pursuant to this Section 6.16. Borrower will, and will cause each of its Restricted Subsidiaries to, use commercially reasonable efforts in negotiating any new jurisdictionlease, right-of-way or similar instrument or the Borrower renewal or Guarantor will at its own expenseextension of any existing lease, obtain and furnish easement estate, right-of-way or similar instrument covering real property to provide in such lease, easement estate, right-of-way or similar instrument that the interest of the lessee or grantee may be hypothecated without any further approval of or notice to the Administrative Agent all landlord under such opinions of legal counsel as lease or the Administrative Agent may reasonably request in connection with grantor under any such security easement, right-of-way or similar instrument.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, agrees to deliver and to cause each of the Guarantors other Restricted Person to deliver, to further secure the ObligationsObligations whenever requested by Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower any real or any Guarantor in any other Guarantor personal property now owned or hereafter acquired by any Restricted Person. Without limiting the Borrower or foregoing, each Restricted Person shall deliver such Security Documents (i) immediately upon consummation of an acquisition of assets involving an amount in excess of $10,000,000 by such Restricted Person, covering such assets, (ii) within 30 days after consummation of any Guarantorother acquisition of assets by such Restricted Person, covering such assets and (iii) all property within 30 days after the end of any Fiscal Quarter in which such Restricted Person has completed any wellx, xxvering the Borrower or any Guarantor of properties related thereto (to the type described in the extent not theretofore covered by Security Agreement attached hereto as Exhibit I. The Documents). Borrower also agrees to deliver, or to cause to be deliveredupon the request by Agent, whenever Agent reasonably determines that a question exists with respect to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) ownership of or title to such properties or interests favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) opinions from legal counsel acceptable to the Administrative Agent with respect to the Borrowerany Restricted Person's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating interests designated by Agent, based upon abstract or record examinations to dates acceptable to Agent and (a) stating that the Borrower or a Guarantor, as applicable, have such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such properties and interests are subject to Security Documents securing the Administrative Agent in its sole discretion opining Obligations that the forms of Mortgage are sufficient to constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof, and (c) covering such other matters as Agent may request. In addition and not by way of limitation of Without limiting the foregoing, Borrower further agrees to deliver to Agent within 30 days after the Effective Date, title opinions complying with the foregoing requirements and in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative form, substance, and authorship acceptable to Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish with respect to the Administrative oil and gas properties referred to on Schedule 7. Agent is hereby authorized to release any and all such opinions Liens pursuant to the Security Documents upon an asset which is sold by Borrower as permitted under Section 7.5 or otherwise consented to by Majority Lenders; provided, that Borrower shall have made any required payments pursuant to Section 2.8 of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrumentthis Agreement.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, agrees to deliver and to cause each of the Guarantors its Subsidiaries to deliver, to further secure the ObligationsObligations whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's any proved oil and the Guarantors' Oil gas Properties and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor and is Subsidiaries now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Related Persons, subject only to Liens permitted by Section 6.2(b) hereof. Borrower also agrees to deliver, or to cause to be delivered, deliver to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrowerany Related Person's properties and interests covering oil and gas properties as described on Schedule 3 hereto (as such Schedule may be amended, supplemented or any Guarantor's Oil and Gas Properties otherwise modified from time to time) constituting at least eighty percent (80%) % of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the GuarantorsRelated Persons' properties Properties and demonstrating that the Borrower or a Guarantor, as applicable, have such Related Person has good and defensible title to such properties and interests, free and clear of all Prohibited Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and proceeds thereof. In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor Related Person granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security security, instrument or instrumentact of such Related Person.

Agreement to Deliver Security Documents. The Borrower shall promptly agrees to deliver, and to cause each of the Guarantors its Subsidiaries to deliver, to further secure the ObligationsObligations whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent Agent, for the purpose of granting, confirming, and perfecting first and prior liens or security interests in Oil and Gas Properties with a value (i) prior as reasonably determined by Administrative Agent based upon the most- recent Engineering Report delivered by Borrower pursuant to the occurrence of a Default (ASection 5.1(b)(iv)) at least eighty all times of not less than eighty-five percent (8085%) of the present aggregate value of the Borrower's all Borrowing Base Assets, together with legal opinions in form and the Guarantors' substance reasonably satisfactory to Administrative Agent and its counsel confirming 50 that such Oil and Gas Properties constituting proved reserves are subject to which value is given Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' such Oil and Gas Properties, (ii) all Properties and assignments of the equity and security interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The oil and gas attributable to such Oil and Gas Properties and the proceeds thereof. Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) upon the occurrence and during the continuance of an Event of Default, favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) opinions from legal counsel acceptable to the Administrative Agent with respect to the Borrower's or any Guarantor's such Oil and Gas Properties constituting at least eighty percent as may from time to time be designated by Administrative Agent, based upon abstract or record examinations to dates acceptable to Administrative Agent (80%a) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating stating that the Borrower or a Guarantor, as applicable, have such Related Person has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such properties and interests are subject to Security Documents securing the Administrative Agent in its sole discretion opining Obligations that the forms of Mortgage are sufficient to constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof. In addition , and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all (c) covering such opinions of legal counsel other matters as the Administrative Agent may reasonably request in connection with any such security or instrumentrequest.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, Company agrees to deliver and to cause each of the Guarantors other Credit Party to deliver, to further secure the ObligationsObligations whenever requested by Administrative Agent in its discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (isubject to any Permitted Liens) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor real or personal property now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower Credit Party. Company also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) discretion, favorable title information (includingopinions from legal counsel or other title evidence, if reasonably requested by the Administrative Agent, title opinions) in each case acceptable to the Administrative Agent with respect to the Borrowerany Credit Party's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating interests designated by Administrative Agent, based upon abstract or record examinations to dates acceptable to Administrative Agent and (a) stating or evidencing that the Borrower or a Guarantor, as applicable, have such Credit Party has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such properties and interests are subject to Security Documents securing the Administrative Agent in its sole discretion opining Obligations that the forms of Mortgage are sufficient to constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons Coal attributable to such properties and interests and the proceeds thereof. In addition , and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all (c) covering such opinions of legal counsel other matters as the Administrative Agent may reasonably request request. Company agrees to deliver, and to cause each other Credit Party to deliver, duly executed control agreements from each institution holding any Credit Party's Deposit Accounts pursuant to which such institution recognizes Administrative Agent's Lien in connection such Deposit Accounts and, upon the occurrence and during the continuance of an Event of Default, agrees to transfer collected balances in all such Deposit Accounts to Administrative Agent pursuant to its instructions from time to time; provided that no such control agreement shall be required with any such security or instrumentrespect to Deposit Accounts that are designated solely as payroll funding accounts.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, Each of Parent and Company agrees to deliver and to cause each of the Guarantors other Credit Party to deliver, to further secure the ObligationsObligations whenever requested by Administrative Agent in its discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower any real or any Guarantor in any other Guarantor personal property now owned or hereafter acquired by any Credit Party. Each of Parent and Company agrees to deliver and to cause each other Credit Party to deliver, whenever requested by Administrative Agent, in its discretion, transfer orders or letters in lieu thereof with respect to the Borrower or any Guarantorproduction and proceeds of production from the Collateral, in form and (iii) all property substance satisfactory to Administrative Agent. Each of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower Parent and Company also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) discretion, favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) opinions from legal counsel acceptable to the Administrative Agent with respect to the Borrower's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' Credit Party’s properties and demonstrating interests designated by Administrative Agent, based upon abstract or record examinations to dates acceptable to Administrative Agent and (a) stating that the Borrower or a Guarantor, as applicable, have such Credit Party has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such properties and interests are subject to Security Documents securing the Administrative Agent in its sole discretion opining Obligations that the forms of Mortgage are sufficient to constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof. In addition , subject only to Permitted Liens, and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all (c) covering such opinions of legal counsel other matters as the Administrative Agent may reasonably request request. Each of Parent and Company agrees to deliver, and to cause each other Credit Party to deliver, duly executed control agreements from each institution holding any of its or their Deposit Accounts pursuant to which such institution recognizes Administrative Agent’s Lien in connection such Deposit Accounts and, upon the occurrence and during the continuance of a Default, agrees to transfer collected balances in all such Deposit Accounts to Administrative Agent pursuant to its instructions from time to time; provided that no such control agreement shall be required with any such security respect to Deposit Accounts that are designated solely as (a) payroll funding accounts or instrument(b) royalty or joint interest owner accounts in which only funds that do not belong to a Credit Party are deposited.

Agreement to Deliver Security Documents. The Parent and Borrower shall promptly deliver--------------------------------------- agree to have any Subsidiary formed after the date hereof execute a Guaranty for the benefit of the Lenders in form substantially similar to the Parent Guaranty. In addition, Parent and Borrower each agree to deliver and to cause each of the Guarantors other Restricted Person to deliver, to further secure the ObligationsObligations whenever requested by Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower any real or any Guarantor in any other Guarantor personal property now owned or hereafter acquired by the any Restricted Person. Furthermore, Parent and Borrower or any Guarantoreach agree to deliver and to cause each other Restricted Person to deliver whenever requested by Agent in its sole and absolute discretion, an intercompany subordination agreement in form and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The substance satisfactory to Agent. Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) discretion, favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) opinions from legal counsel acceptable to the Administrative Agent with respect to the Borrowerany Restricted Person's or any Guarantor's Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating interests designated by Agent, based upon abstract or record examinations to dates acceptable to Agent and (a) stating that the Borrower or a Guarantor, as applicable, have such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such properties and interests are subject to Security Documents securing the Administrative Agent in its sole discretion opining Obligations that the forms of Mortgage are sufficient to constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof. In addition , and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all (c) covering such opinions of legal counsel other matters as the Administrative Agent may reasonably request in connection with any such security or instrumentrequest.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, Loan Parties agree to notify Administrative Agent of any additional interests acquired by the Loan Parties in Oil and Gas Properties or Pipeline Properties and to cause each of the Guarantors deliver to deliver, Administrative Agent to further secure the Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements statements, letters in lieu of production, and other Security Documents in form and substance satisfactory to Lenders covering all of the Administrative Agent Loan Parties' interests in all Oil and Gas Properties, Pipelines and Pipeline Properties, and Books and Records owned or acquired in the future, for the purpose of granting, confirming, and perfecting first and prior liens Liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The interests. Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) Lenders, favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) opinions from legal counsel acceptable to the Administrative Agent Lenders or such other evidence of title satisfactory to Lenders with respect to the Borrower's or any Guarantor's Oil and Gas Properties constituting at least eighty percent designated by Lenders, based upon abstract or record examinations to dates acceptable to Lenders, (80%a) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' properties and demonstrating evidencing that the Borrower or a Guarantor, as applicable, have has good and defensible title to such properties Oil and interestsGas Properties, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and except Permitted Liens, (b) favorable opinions of counsel satisfactory confirming that such Oil and Gas Properties are subject to Liens granted under Security Documents securing the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to Obligations and such Security Documents constitute and create legal, valid and duly perfected first deed of trust or mortgage liens Liens in such properties Oil and interests Gas Properties and first priority assignments of and security interests in the Hydrocarbons Oil and Gas attributable to such properties Oil and interests Gas Properties and the proceeds thereof, and (c) covering such other matters as Lenders may reasonably request. In addition and not by way of limitation of the foregoing, event that any material adverse claims or Liens are asserted against Borrower's interests in the case Oil and Gas Properties and Borrower fails to deliver satisfactory title curative information or evidence to its title to any of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdictionits Oil and Gas Properties, the Borrower amount by which such claim or Guarantor will at its own expenselien impairs the collateral value of such Oil and Gas Properties as determined by Lenders in their reasonable discretion, obtain and furnish to may be excluded from the Administrative Agent all such opinions Present Value of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrumentBorrower's Reserves.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Secured Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's ’s and the Guarantors' ’ Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's ’s and the Guarantors' ’ Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower's ’s or any Guarantor's ’s Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's ’s and the Guarantors' ’ properties and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 10,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrument.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, Borrowers agree to deliver and to cause each of the Guarantors other Restricted Person to deliver, to further secure the ObligationsSecured Obligations whenever requested by Administrative Agent in its discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior interests, subject to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing BasePermitted Liens, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any real or personal property which is at such time Collateral or which was intended to be Collateral pursuant to any Security Document previously executed and not then released by Administrative Agent; provided, however, that at any time that Indebtedness under Section 7.1(e) is outstanding, the GE Mortgage Personal Property shall not constitute Collateral. Furthermore, Borrowers agree to deliver and to cause each other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower also agrees Restricted Person to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent in its discretion, transfer orders or letters in lieu thereof with respect to the Borrower's or any Guarantor's Oil production and Gas Properties constituting at least eighty percent (80%) proceeds of production from the present valueCollateral, determined in form and substance satisfactory to Administrative Agent. Borrowers also agree to deliver, whenever requested by the Majority Lenders in their sole and absolute discretion and in accordance discretion, title opinions from legal counsel acceptable to Majority Lenders with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's and the Guarantors' respect to any Restricted Person’s properties and demonstrating interests designated by Majority Lenders, based upon abstract or record examinations to dates acceptable to Majority Lenders and stating that the Borrower or a Guarantor, as applicable, have such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) Permitted Liens, confirming that such properties and covering such other matters as interests are subject to Security Documents securing the Administrative Agent may reasonably request Secured Obligations that constitute and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof. In addition , and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all covering such opinions of legal counsel other matters as the Administrative Agent Majority Lenders may reasonably request in connection with any such security or instrumentrequest.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, Borrowers agree to deliver and to cause each of the Guarantors its Subsidiaries, each other Loan Party and each of such other Loan Party’s respective Subsidiaries to deliver, to further secure the ObligationsSecured Obligations whenever requested by the Majority Lenders in their reasonable discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent Majority Lenders for the purpose of granting, confirming, and perfecting first and prior liens or security interests interests, subject to Permitted Liens, in any real or personal property which is at such time Collateral or which was intended to be Collateral pursuant to any Security Document previously executed and not then released by Administrative Agent; provided, however, that at any time that Indebtedness under Section 7.1(h) is outstanding, the GE Mortgage Personal Property shall not constitute Collateral. Without limiting the generality of the foregoing, each Subsidiary of RAAM now existing or created, acquired or coming into existence after the date hereof shall, promptly and in any event within ten (i10) prior days after it has become a Subsidiary of RAAM, execute and deliver to Administrative Agent a security agreement or joinder to security agreement granting Administrative Agent for the benefit of the Secured Parties a security interest in its Collateral securing such timely repayment of the Obligations and due and punctual performance of the Obligations of Borrowers hereunder, which security agreement or joinder to security agreement shall be reasonably satisfactory to the occurrence Majority Lenders in form and substance. Each such Subsidiary shall take within ten (10) days of a Default (A) at least eighty percent (80%) its formation or acquisition such other actions and deliver such other filings, certificates, instruments, agreements and other documents as is necessary to comply with Section 6.14, 6.15, 6.16 and 6.18 or any other security document or that the Administrative Agent or the Majority Lenders may reasonably request to establish and maintain the first priority lien status of the present value of the Borrower's and the Guarantors' Oil and Gas Properties constituting proved reserves to which value is given its security interest in the determination Collateral (and any Property that is to become Collateral). RAAM will cause each of its Subsidiaries to deliver to Administrative Agent, simultaneously with its delivery of such security documentation, written evidence reasonably satisfactory to the then current Borrowing BaseMajority Lenders and their counsel that such Subsidiary has taken all company action necessary to duly approve and authorize its execution, (B) after the occurrence delivery and performance of a Default, at least ninety-five percent (95%) of the present value of the Borrower's such security documentation and the Guarantors' Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by documents that it is required to execute. Furthermore, the Borrower or any Guarantor, Loan Parties agree to deliver and (iii) all property to cause each of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower also agrees their respective Subsidiaries to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative AgentMajority Lenders, title opinions) acceptable to the Administrative Agent in their discretion, transfer orders or letters in lieu thereof with respect to the Borrower's or any Guarantor's Oil production and Gas Properties constituting at least eighty percent (80%) proceeds of production from the present valueCollateral, determined in form and substance reasonably satisfactory to the Majority Lenders. Borrowers also agree to deliver, whenever reasonably requested by the Majority Lenders in their sole and absolute discretion and in accordance discretion, title opinions from legal counsel acceptable to Majority Lenders with their normal practices and standards for oil and gas loans as it exists at the particular time, respect to any Loan Party’s or any of the Borrower's and the Guarantors' its respective Subsidiaries’ properties and demonstrating interests designated by Majority Lenders, based upon abstract or record examinations to dates reasonably acceptable to Majority Lenders and stating that the Borrower such Loan Party or a Guarantor, as applicable, have Subsidiary has good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) Permitted Liens, confirming that such properties and covering such other matters as interests are subject to Security Documents securing the Administrative Agent may reasonably request Secured Obligations that constitute and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and the proceeds thereof. In addition , and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all covering such opinions of legal counsel other matters as the Administrative Agent Majority Lenders may reasonably request in connection with any such security or instrumentrequest.

Agreement to Deliver Security Documents. The Borrower shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Secured Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value of the Borrower's ’s and the Guarantors' ’ Oil and Gas Properties constituting proved reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value of the Borrower's ’s and the Guarantors' ’ Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower's ’s or any Guarantor's ’s Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower's ’s and the Guarantors' ’ properties and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrument.