Common use of Agreement to Deliver Security Documents Clause in Contracts

Agreement to Deliver Security Documents. The Company shall, and shall cause the Guarantors to, deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens or security interests in the Collateral. The Company shall deliver and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has good and indefeasible title to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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.

Agreement to Deliver Security Documents. The Company shallBorrower shall promptly deliver, and shall to cause each of the Guarantors to, to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretionObligations, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in (i) prior to the Collateral. 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 Company shall deliver 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 shall cause the Guarantors to deliver whenever absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory opinions) acceptable to the Administrative Agent with respect to the Mortgaged Borrower's or any Guarantor's Oil and Gas Properties designated constituting at least eighty percent (80%) of the present value, determined by the Administrative AgentLenders 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, based upon abstract or record examinations reasonably acceptable to of the Administrative Agent Borrower's and (a) evidencing the Guarantors' properties and demonstrating that the Company Borrower or a Guarantor, as applicable, has have good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except Permitted Liens, (bother than those permitted by Section 7.1) confirming that such Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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 requestrequest 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 Company shall, agrees to deliver and shall to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in the Collateralany real or personal property now owned or hereafter acquired by any Restricted Person. The Company shall agrees to deliver and shall to cause the Guarantors each other Restricted Person to deliver deliver, whenever reasonably requested by the Administrative Agent, in its sole and absolute discretion, transfer orders or letters in lieu thereof with respect to the production and proceeds of production from the Collateral, in form and substance satisfactory to Administrative Agent. Company also agrees to deliver, whenever requested by Administrative Agent in its sole and absolute discretion, favorable title opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties any Restricted Person’s properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (a) evidencing stating that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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. 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 such Note 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 Company Borrower shall, and shall cause the Guarantors its Specified Subsidiaries to, deliverexecute and deliver to the Collateral Trustee, with an executed copy of each thereof provided to the Administrative Agent, to further secure the Obligations Sharing Obligations, whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge 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 perfecting, for the benefit of the Secured Parties, second priority and prior Liens or security interests in any Property now owned or hereafter acquired by the CollateralBorrower or any Specified Subsidiaries, as applicable, subject only to Permitted Liens. The Company shall deliver Borrower shall, and shall cause the Guarantors Specified Subsidiaries to, deliver, and cause the Specified Subsidiaries, where applicable, to deliver deliver, in each case to the Collateral Trustee, with an executed copy of each thereof provided to the Administrative Agent, whenever reasonably requested by the Administrative Agent, favorable title opinions from legal counsel acceptable to the Administrative Agent, title insurance policies, or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and (a) evidencing stating that the Company Borrower or a Guarantorsuch Specified Subsidiary, as applicable, has good and indefeasible marketable title to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Mortgaged Properties are subject to Security Documents securing the Sharing Obligations that constitute and create legal, valid and duly perfected second priority 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.

Agreement to Deliver Security Documents. The Each of Parent and Company shall, agrees to deliver and shall to cause the Guarantors to, each other Credit Party to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in the Collateralany real or personal property now owned or hereafter acquired by any Credit Party. The Each of Parent and Company shall agrees to deliver and shall to cause the Guarantors each other Credit Party to deliver deliver, whenever reasonably requested by the Administrative Agent, in its discretion, transfer orders or letters in lieu thereof with respect to the production and proceeds of production from the Collateral, in form and substance satisfactory to Administrative Agent. Each of Parent and Company also agrees to deliver, whenever requested by Administrative Agent in its discretion, favorable title opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties any Credit Party’s properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (a) evidencing stating that the Company or a Guarantor, as applicable, such Credit Party has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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. 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 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 respect to Deposit Accounts that are designated solely as (a) payroll funding accounts or (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. (a) The Company shallBorrower will, and shall will cause the Guarantors each other Obligor to, deliver, deliver within thirty (30) days (or such later date as agreed to by the Administrative Agent) to further secure the Obligations whenever requested by the Administrative Agent in its sole good faith, Guaranty and absolute discretionCollateral Agreements or joinders thereto, deeds of trust, mortgages, chattel mortgagesMortgages, security agreements, pledge agreementsfinancing statements, financing statements continuation statements, extensions agreements and other Security Documents similar agreements or instruments (in addition to those required to be delivered under Article V) in form and substance reasonably satisfactory to the Administrative Agent in good faith for the purpose of granting, confirming, confirming and perfecting second priority first and prior (other than with respect to Liens permitted pursuant to Section 7.2.3) liens or security interests in the Collateral. The Company shall deliver any property that is at such time (i) Collateral Property or that was intended to be Collateral Property pursuant to any Loan Document previously executed and shall cause the Guarantors to deliver whenever reasonably requested not then released by the Administrative Agent, title opinions or (ii) Capital Stock or other evidence ownership interests in each Material Subsidiary (other than Unrestricted Subsidiaries) of title reasonably satisfactory the Borrower. The Obligors shall at all times maintain in effect in favor of the Administrative Agent such Mortgages as are necessary to grant, confirm and perfect first and prior (other than with respect to Liens permitted pursuant to Section 7.2.3) liens or security interests in at least 80% of the present value of the Proved Reserves set forth in the most recent Reserve Report (whether developed or undeveloped) and in the event that the Hydrocarbon Interests on which the Administrative Agent has a first priority perfected Lien (other than with respect to Liens permitted pursuant to Section 7.2.3) shall constitute less than 80% of the present value of such Proved Reserves (whether developed or undeveloped), the Borrower shall promptly notify the Administrative Agent and execute or cause to be executed additional Mortgages necessary to increase such percentage to at least 80%, in each case, together with tax affidavits or other documents or instruments as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable for the due recordation or filing of such additional Mortgages; (b) The Borrower shall cause each Subsidiary that is or becomes a Material Subsidiary (other than an Unrestricted Subsidiary) after the date hereof to execute and deliver to the Administrative Agent a Guaranty and Collateral Agreement or a joinder thereto within thirty (30) days after such Person becomes a Material Subsidiary. Contemporaneously with respect the execution and delivery of any such Guaranty and Collateral Agreement, the Borrower shall deliver, or cause the Guarantor that owns such Material Subsidiary (other than an Unrestricted Subsidiary) to deliver, to the Mortgaged Properties designated Administrative Agent a Guaranty and Collateral Agreement or a joinder to a previously delivered Guaranty and Collateral Agreement pursuant to which all of the Capital Stock of such Material Subsidiary shall be pledged in favor of the Administrative Agent as security for the Obligations, together with all original certificates evidencing all outstanding Capital Stock of such Material Subsidiary, together with stock powers relating thereto duly executed in blank and such other documents as the Administrative Agent may reasonably request. The Borrower also agrees to deliver, whenever requested by the Administrative AgentAgent in good faith, based upon abstract or record examinations favorable opinions (in addition to those required to be delivered under Article V) from legal counsel reasonably acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has in good and indefeasible title faith with respect to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) any Collateral Property confirming that such Mortgaged Properties are Collateral Property is subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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 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.request in good faith; (c) The Borrower shall, and shall cause each other Obligor to, deliver promptly, if requested by the Administrative Agent, title opinions or other title reports or information in form and substance reasonably acceptable to the Administrative Agent with respect to any Oil and Gas Properties constituting 80% of the present value of the Proved Reserves set forth in the most recent Reserve Report (whether developed or undeveloped);

Agreement to Deliver Security Documents. The Company shall, Loan Parties agree to notify Administrative Agent of any additional interests acquired by the Loan Parties in Oil and shall cause the Guarantors to, deliver, Gas Properties or Pipeline Properties and to deliver to Administrative Agent to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretionObligations, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreementsfinancing statements, financing 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 second priority first and prior Liens or security interests in the Collateralinterests. The Company shall deliver and shall cause the Guarantors Borrower also agrees to deliver deliver, whenever reasonably requested by the Administrative AgentLenders, favorable title opinions from legal counsel acceptable to Lenders or such other evidence of title reasonably satisfactory to the Administrative Agent Lenders with respect to the Mortgaged Borrower's Oil and Gas Properties designated by the Administrative AgentLenders, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and Lenders, (a) evidencing that the Company or a Guarantor, as applicable, Borrower has good and indefeasible defensible title to the Mortgaged such Oil and Gas Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Mortgaged Oil and Gas Properties are subject to Liens granted under Security Documents securing the Obligations that and such Security Documents constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens in such Mortgaged Oil and Gas Properties and interests, and first priority 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 Lenders may reasonably request. In the event that any material adverse claims or Liens are asserted against Borrower's interests in the Oil and Gas Properties and Borrower fails to deliver satisfactory title curative information or evidence to its title to any of its Oil and Gas Properties, the amount by which such claim or lien impairs the collateral value of such Oil and Gas Properties as determined by Lenders in their reasonable discretion, may be excluded from the Present Value of Borrower's Reserves.

Agreement to Deliver Security Documents. The Company shallParent and Borrower 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 shall Borrower each agree to deliver and to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in the Collateralany real or personal property now owned or hereafter acquired by any Restricted Person. The Company shall Furthermore, Parent and Borrower each 44 agree to deliver and shall to cause the Guarantors each other Restricted Person to deliver whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, an intercompany subordination agreement in form and substance satisfactory to Agent. Borrower also agrees to deliver, whenever requested by Agent in its sole and absolute discretion, favorable title opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties any Restricted Person's properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (a) evidencing stating that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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.

Agreement to Deliver Security Documents. The Company shallParent and Borrower --------------------------------------- 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 shall Borrower each agree to deliver and to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in the Collateralany real or personal property now owned or hereafter acquired by any Restricted Person. The Company shall Furthermore, Parent and Borrower each agree to deliver and shall to cause the Guarantors each other Restricted Person to deliver whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, an intercompany subordination agreement in form and substance satisfactory to Agent. Borrower also agrees to deliver, whenever requested by Agent in its sole and absolute discretion, favorable title opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties any Restricted Person's properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (a) evidencing stating that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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.

Agreement to Deliver Security Documents. The Company shallBorrower agrees to deliver, and shall to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations whenever requested Secured Obligations, promptly after a request by the Administrative Agent in its sole and absolute reasonable discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreementsflood 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 second priority Liens first and prior liens or security interests in the Collateral. The Company shall deliver and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has good and indefeasible title to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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 LiensLiens and other Liens (if any) permitted under the Loan Documents, on any real or personal property now owned or hereafter acquired by such Person to the extent 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 which a Restricted Person has an 80 CREDIT AGREEMENT interest (whether by acquisition, lease or otherwise) with an acquisition cost in excess of $500,000. In addition, Borrower agrees to provide, and (c) covering such to cause each other matters as the 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 lease, right-of-way or similar instrument or the renewal or extension of any existing lease, 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 reasonably requestbe hypothecated without any further approval of or notice to the landlord under such lease or the grantor under any such easement, right-of-way or similar instrument.

Agreement to Deliver Security Documents. (a) The Company Secured Obligations shall, at all times, be secured by first and prior Liens (subject only to Permitted Liens) covering and encumbering (i) the Minimum Collateral Amount, (ii) all of the Equity in each Subsidiary of the Borrower, and (iii) substantially all of the other personal property of the Restricted Persons (other than the Excluded Property. (b) On the Closing Date, the Borrower shall execute and deliver, and shall cause the Guarantors to, each other Restricted Person to execute and deliver, to further secure the Obligations whenever requested by the Administrative Agent Security Documents complying with Section 4.15(a), each in its sole form and absolute discretionsubstance reasonably acceptable to the Administrative Agent. From time to time to the extent necessary to comply with Section 4.15(a), deeds of trustand in any event on each Determination Date, mortgagesthe Borrower shall execute and deliver, chattel mortgagesand shall cause each other Restricted Person to execute and deliver, security agreements, pledge agreements, financing statements and other to the Administrative Agent Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens or security interests in the Collateral. The Company shall deliver and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and duly executed by each Restricted Person party thereto, together with such other assignments, conveyances, amendments, agreements, and other writings (aeach duly authorized and executed) evidencing as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence, and perfect the Liens required by this Section 4.15. (c) The Borrower also agrees to deliver, at the time that any Security Documents are required to be delivered under Section 4.15(b), title reports or other title information reasonably satisfactory to the Administrative Agent, covering enough of the Borrowing Base Properties so that the Company or a GuarantorAdministrative Agent shall have received, as applicabletogether with title information previously delivered to the Administrative Agent, has reasonably satisfactory title information on the Minimum Title Amount, and confirming that the Restricted Persons have good and indefeasible defensible title to the Mortgaged such Borrowing Base Properties, free and clear of all Liens except other than Permitted Liens. (d) Subject to Section 4.15(e), within sixty (b60) confirming days after (i) a request by the Administrative Agent or the Required Lenders to the Restricted Persons to cure any material title defects or exceptions that are not Permitted Liens or (ii) a notice by the Administrative Agent to the Restricted Persons that the Restricted Persons have failed to comply with Section 4.15(c), the Restricted Persons shall (A) cure such Mortgaged Properties title defects or exceptions that are subject not Permitted Liens and (B) deliver to Security Documents securing the Obligations that constitute Administrative Agent satisfactory evidence in form and create legal, valid and duly perfected second priority deed substance reasonably acceptable to it as to each Restricted Person’s ownership 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 thereofAdministrative Agent’s Liens thereon as are required to maintain compliance with Section 4.15(c). (e) If the Restricted Persons are unable to cure any such title defect requested by the Administrative Agent or the Required Lenders to be cured within the 60-day period specified in Section 4.15(d) or the Restricted Persons do not comply with the requirements to provide acceptable title information as required under Section 4.15(c) or Section 4.15(d), such failure shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to reduce the Borrowing Base by an amount as determined by the Required Lenders to cause the Restricted Persons to be in each case subject only compliance with the requirements to Permitted Liens, and provide satisfactory title information on the Minimum Title Amount as provided in subsection (c) covering of this section. The Administrative Agent or the Required Lenders shall give written notice of any such other matters reduction to the Borrower, and the new Borrowing Base, as so reduced, shall become effective immediately after the Borrower’s receipt of such notice. Any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent may or the Required Lenders. (f) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Restricted Person included in the Collateral and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Document; provided that (i) the applicable Restricted Person’s interests in all lands and other assets and properties situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Collateral and shall be encumbered by all applicable Security Documents and (ii) the Borrower shall not, and shall not permit any of its Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home other than Permitted Liens (but excluding Permitted Liens of the type described in clause (e) of the definition thereof). (g) On the Closing Date, the Borrower shall cause each Guarantor to execute and deliver to the Administrative Agent guaranties, each in form and substance reasonably requestacceptable to the Administrative Agent.

Agreement to Deliver Security Documents. (a) The Company parties agree that the Obligations shall be secured by first and prior Liens (subject only in priority to the Liens securing the First Lien Obligations) covering and encumbering (i) at least the Minimum Collateral Amount, (ii) all of the issued and outstanding Equity of each Domestic Subsidiary, (iii) all of the issued and outstanding non-voting Equity and 66.6% of voting Equity of each Subsidiary not constituting a Domestic Subsidiary held by any Domestic Subsidiary, and (iv) all other personal property of the Restricted Persons. On the Closing Date, each Restricted Person shall deliver to the Administrative Agent for the ratable benefit of each Lender, Security Documents covering the foregoing, each in form and substance acceptable to the Administrative Agent. Notwithstanding any other provision of this Agreement, Equity received in exchange for a Vista Gathering Sale shall not be subject to the requirements of this Section 5.16(a) unless such Equity is pledged, and only for so long as it is so pledged, under the First Lien Loan Documents. (b) If all or any part of the assets that comprise the Vista Gathering System are held by any Restricted Person on January 1, 2015, Borrower shall, and or shall cause the Guarantors toapplicable Restricted Person, deliveras promptly as practicable, and in any event within twenty (20) days, to further secure execute and deliver to the Obligations whenever Administrative Agent, for the ratable benefit of each Lender, Security Documents in form and substance acceptable to the Administrative Agent and duly executed by the applicable Restricted Person, together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only in priority to the Liens securing the First Lien Obligations) covering and encumbering such assets. (c) If requested by the Administrative Agent, the Borrower will from time to time deliver favorable title opinions or updates of title opinions from legal counsel reasonably acceptable to the Administrative Agent (or other title information satisfactory to the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens or security interests in the Collateral. The Company shall deliver and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory to the Administrative Agent ) with respect to (at the Mortgaged Properties designated by Borrower’s election) either (i) at least eighty percent (80%) of the Administrative Agent, based upon abstract Present Value of the Restricted Persons’ Proved Reserves reflected in the Engineering Report most recently delivered pursuant to Section 5.01(d) or record examinations reasonably acceptable (ii) (A) at least ninety-five percent (95%) of the Present Value of the Restricted Persons’ Proved Developed Producing Reserves reflected in the Engineering Report most recently delivered pursuant to the Section 5.01(d) and (B) a percentage satisfactory to Administrative Agent in its reasonable discretion of the Present Value of the Restricted Persons’ Proved Developed Nonproducing Reserves and (a) evidencing the Proved Undeveloped Reserves reflected in the Engineering Report most recently delivered pursuant to Section 5.01(d); and confirming that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens. (d) If requested by the Administrative Agent, (b) confirming that such Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legalBorrower shall, valid and duly perfected second priority deed within 60 days 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 notice from the Administrative Agent may reasonably requestthat title defects or exceptions exist with respect to any Restricted Person’s Proved Reserves, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 6.02 raised by such information or (ii) deliver additional title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on the percentage of Present Value specified in Section 5.16(c). (e) In the event that the Borrower or any of its Subsidiaries grants a Lien on any property to secure any obligations under the First Lien Loan Documents, the Borrower will, and will cause such Subsidiary to, contemporaneously therewith grant to the Administrative Agent to secure the Obligations a Lien on the same property pursuant to the Security Documents similar in form and substance to the grant of the Lien to secure the obligations under the First Lien Loan Documents.

Agreement to Deliver Security Documents. The Company shall, Borrowers agree to deliver and shall to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Secured Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens 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(e) is outstanding, the GE Mortgage Personal Property shall not constitute Collateral. The Company shall Furthermore, Borrowers agree to deliver and shall to cause the Guarantors each other Restricted Person to deliver deliver, whenever reasonably requested by the Administrative Agent, title opinions in its discretion, transfer orders or other evidence of title reasonably satisfactory to the Administrative Agent letters in lieu thereof with respect to the Mortgaged Properties production and proceeds of production from the Collateral, in form and substance satisfactory to Administrative Agent. Borrowers also agree to deliver, whenever requested by Majority Lenders in their discretion, title opinions from legal counsel acceptable to Majority Lenders with respect to any Restricted Person’s properties and interests designated by the Administrative AgentMajority Lenders, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent Majority Lenders and (a) evidencing stating that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Secured Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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 Majority Lenders may reasonably request.

Agreement to Deliver Security Documents. The Company shall, Borrower agrees to deliver and shall to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge financing statements and other Security Documents in form and substance satisfactory to Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in any properties now owned or hereafter acquired by any Restricted Person which are Proved Developed Properties, as that term is defined in the `96 Xxxxxxxxx xxx the `98 Xxxxxxxxx. Xxthout limiting the foregoing, Borrower also agrees to deliver 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 second priority Liens first and prior liens or security interests on Proved Developed Properties (as that term is defined in the Collateral'96 Indenture and the '98 Indenture) owned by Borrower which have a value (determined by Agent, by the application of a 10% discount factor to determine the net present value of projected future net revenues attributable to the portion of reserves properly categorized as "Producing" under the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor), as of the most recent Evaluation Date) of at least 300% of the Borrowing Base. The Company shall deliver and shall cause the Guarantors Borrower also agrees to deliver deliver, whenever reasonably requested by the Administrative AgentAgent in its sole and absolute discretion, favorable title opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties any Restricted Person's properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (ai) evidencing stating that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (bii) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties properties and interests and the proceeds thereof, in each case subject only to Permitted Liens, and (ciii) covering such other matters as the Administrative Agent may reasonably request. Without limiting the foregoing, within ten (10) days following the date of this Agreement, Borrower shall execute and deliver to Agent Security Documents in form and substance satisfactory to Agent, granting to Agent first perfected Liens on and in the properties described on Schedule 5 attached hereto.

Agreement to Deliver Security Documents. The Company shall, agrees to deliver and shall to cause the Guarantors to, each other Credit Party to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests (subject to any Permitted Liens) in the Collateralany real or personal property now owned or hereafter acquired by any Credit Party. The Company shall deliver and shall cause the Guarantors also agrees to deliver deliver, whenever reasonably requested by the Administrative AgentAgent in its discretion, favorable title opinions from legal counsel or other evidence of title reasonably satisfactory evidence, in each case acceptable to the Administrative Agent with respect to the Mortgaged Properties any Credit Party's properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (a) stating or evidencing that the Company or a Guarantor, as applicable, such Credit Party has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil and Gas Coal attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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. 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 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 payroll funding accounts.

Agreement to Deliver Security Documents. The Company shallBorrower agrees to --------------------------------------- deliver, and shall to cause the Guarantors to, its Subsidiaries to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge 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 second priority Liens first and prior liens or security interests in Oil and Gas Properties with a value (as reasonably determined by Administrative Agent based upon the Collateral. The Company shall deliver most-recent Engineering Report delivered by Borrower pursuant to Section 5.1(b)(iv)) at all times of not less than eighty-five percent (85%) of the aggregate value of all Borrowing Base Assets, together with legal opinions in form and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions or other evidence of title substance reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has good and indefeasible title to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) its counsel confirming 50 that such Mortgaged Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority deed of trust or mortgage Liens liens in such Mortgaged Oil and Gas Properties and interests, and assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties and the proceeds thereof. Borrower also agrees to deliver, whenever requested by Administrative Agent in its sole and absolute discretion upon the occurrence and during the continuance of an Event of Default, favorable title opinions from legal counsel acceptable to Administrative Agent with respect to any such Oil and Gas Properties as may from time to time be designated by Administrative Agent, based upon abstract or record examinations to dates acceptable to Administrative Agent (a) stating that such Related Person has good and defensible title to such properties and interests, free and clear of all Liens other than Permitted Liens, (b) confirming that such properties and interests are subject to Security Documents securing the Obligations that 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 oil and gas attributable to such 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.

Agreement to Deliver Security Documents. The Company shall, Borrower agrees to and shall will cause the Guarantors to, deliver, its Restricted Subsidiaries to deliver promptly: (a) to further secure the Obligations whenever requested by the Collateral Agent or the Administrative Agent in its sole and absolute discretiongood faith, Pledge Agreements, Mortgages, mortgages, deeds, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreementsfinancing statements, financing statements continuation statements, extensions agreements and other Security Documents similar agreements or instruments (in addition to those required to be delivered under Article V) in form and substance satisfactory to the Collateral Agent or the Administrative Agent in good faith for the purpose of granting, confirming, confirming and perfecting second priority Liens first and prior liens or security interests in any property which is at such time (i) Collateral Property or which was intended to be Collateral Property pursuant to any Loan Document previously executed and not then released by the CollateralCollateral Agent, or (ii) Capital Stock or other ownership interests in each Subsidiary of the Borrower; provided, however, that the Borrower and the Restricted Subsidiaries shall at all times maintain in effect in favor of the Collateral Agent such Mortgages as are necessary to grant, confirm and perfect first and prior liens or security interests in at least 80% of the present value of the Proved Reserves (whether developed or undeveloped); and further provided, however, that in the event that the Hydrocarbon Interests on which the Collateral Agent has a first priority perfected Lien shall constitute less than 80% of the present value of the Proved Reserves (whether developed or undeveloped), the Borrower shall promptly notify the Collateral Agent and execute or cause to be executed additional Mortgages necessary to increase such percentage to at least 80%. The Company Borrower shall cause each Person that becomes a Material Restricted Subsidiary after the date hereof to execute and deliver to the Collateral Agent a counterpart of each of the Subsidiary Pledge Agreement and Subsidiary Guaranty Agreement within 15 days after such Person becomes a Restricted Subsidiary. Contemporaneously with the execution and delivery of any such counterpart of the Subsidiary Pledge Agreement, the Borrower shall deliver to the Collateral Agent the original certificates evidencing all outstanding Capital Stock of such Restricted Subsidiary, together with stock powers relating thereto duly executed in blank and shall cause such other documents as the Guarantors Administrative Agent may reasonably request. The Borrower also agrees to deliver whenever reasonably requested by the Administrative AgentCollateral Agent in good faith, title favorable opinions or other evidence of title reasonably satisfactory (in addition to the Administrative Agent with respect those required to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably be delivered under Article V) from legal counsel acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has in good and indefeasible title faith with respect to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) any Collateral Property confirming that such Mortgaged Properties are Collateral Property is subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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 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 request in good faith; and (b) if requested by the Administrative Agent, title opinions in form and substance reasonably requestacceptable to the Administrative Agent from counsel reasonably acceptable to the Administrative Agent with respect to any of the Proved Reserves covered by a Mortgage or included in the Borrowing Base.

Agreement to Deliver Security Documents. The Company shall, Borrower agrees to --------------------------------------- deliver and shall to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in the Collateralany 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 Agent. The Company shall deliver and shall cause the Guarantors Borrower also agrees to deliver deliver, whenever reasonably requested by the Administrative AgentAgent in its sole and absolute discretion, favorable title opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties any Restricted Person's properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (a) evidencing stating that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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. Borrower will deliver title opinions in form, substance and authorship satisfactory to Agent concerning the properties listed on Part B 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, if any request by Agent for the 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 receipt of such request from Agent to deliver such supplemental and curative materials to Agent.

Agreement to Deliver Security Documents. The Company shallBorrower agrees to deliver, and shall to cause the Guarantors to, its Subsidiaries to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge 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 second priority Liens first and prior liens or security interests in Oil and Gas Properties with a value (as reasonably determined by Administrative Agent based upon the Collateral. The Company shall deliver most- recent Engineering Report delivered by Borrower pursuant to Section 5.1(b)(iv)) at all times of not less than eighty-five percent (85%) of the aggregate value of all Borrowing Base Assets, together with legal opinions in form and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions or other evidence of title substance reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has good and indefeasible title to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) its counsel confirming 50 that such Mortgaged Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority deed of trust or mortgage Liens liens in such Mortgaged Oil and Gas Properties and interests, and assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties and the proceeds thereof. Borrower also agrees to deliver, whenever requested by Administrative Agent in its sole and absolute discretion upon the occurrence and during the continuance of an Event of Default, favorable title opinions from legal counsel acceptable to Administrative Agent with respect to any such Oil and Gas Properties as may from time to time be designated by Administrative Agent, based upon abstract or record examinations to dates acceptable to Administrative Agent (a) stating that such Related Person has good and defensible title to such properties and interests, free and clear of all Liens other than Permitted Liens, (b) confirming that such properties and interests are subject to Security Documents securing the Obligations that 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 oil and gas attributable to such 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.

Agreement to Deliver Security Documents. (a) The Company shall, Borrower agrees to and shall will cause the Guarantors to, deliver, its Restricted Subsidiaries to deliver to further secure the Obligations whenever requested by the Collateral Agent or the Administrative Agent in its sole and absolute discretiongood faith, Pledge Agreements, Mortgages, mortgages, deeds, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreementsfinancing statements, financing statements continuation statements, extensions agreements and other Security Documents similar agreements or instruments (in addition to those required to be delivered under Article V) in form and substance satisfactory to the Collateral Agent or the Administrative Agent in good faith for the purpose of granting, confirming, confirming and perfecting second priority Liens first and prior liens or security interests in any property which is at such time (i) Collateral Property or which was intended to be Collateral Property pursuant to any Loan Document previously executed and not then released by the CollateralCollateral Agent, or (ii) Capital Stock or other ownership interests in each Subsidiary of the Borrower; provided, however, that the Borrower and the Restricted Subsidiaries shall at all times maintain in effect in favor of the Collateral Agent such Mortgages as are necessary to grant, confirm and perfect first and prior liens or security interests in at least 80% of the present value of the Proved Reserves (whether developed or undeveloped); and further provided, however, that in the event that the Hydrocarbon Interests on which the Collateral Agent has a first priority perfected Lien shall constitute less than 80% of the present value of the Proved Reserves (whether developed or undeveloped), the Borrower shall promptly notify the Collateral Agent and execute or cause to be executed additional Mortgages necessary to increase such percentage to at least 80%. The Company Borrower shall cause each Person that becomes a Material Restricted Subsidiary after the date hereof to execute and deliver to the Collateral Agent a counterpart of each of the Subsidiary Pledge Agreement and Subsidiary Guaranty Agreement within 15 days after such Person becomes a Restricted Subsidiary. Contemporaneously with the execution and delivery of any such counterpart of the Subsidiary Pledge Agreement, the Borrower shall deliver to the Collateral Agent the original certificates evidencing all outstanding Capital Stock of such Restricted Subsidiary, together with stock powers relating thereto duly executed in blank and shall cause such other documents as the Guarantors Administrative Agent may reasonably request. The Borrower also agrees to deliver whenever reasonably requested by the Administrative AgentCollateral Agent in good faith, title favorable opinions or other evidence of title reasonably satisfactory (in addition to the Administrative Agent with respect those required to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably be delivered under Article V) from legal counsel acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has in good and indefeasible title faith with respect to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) any Collateral Property confirming that such Mortgaged Properties are Collateral Property is subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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 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 requestrequest in good faith. (b) The Borrower shall execute and deliver to the Collateral Agent a counterpart of the Borrower Pledge Agreement pursuant to which the Borrower pledges to the Collateral Agent all of its ownership interest in Bluebird within 15 days after the Borrower's and its Restricted Subsidiaries' aggregate Investments in Bluebird (excluding (1) any loans to Bluebird in an aggregate principal amount at any time outstanding not in excess of the amount of any Qualifying Cash Distributions of the type described in clause (i) of the definition of Qualifying Cash Distributions received from Bluebird by the Borrower or its Restricted Subsidiaries and (2) all Investments made prior to the date hereof) shall equal or exceed $5,000,000 in the aggregate for all such Investments in Bluebird.

Agreement to Deliver Security Documents. (a) The Company parties agree that the Obligations shall be secured by first and prior Liens (subject only in priority to the Liens securing the First Lien Obligations) covering and encumbering (i) at least the Minimum Collateral Amount, (ii) all of the issued and outstanding Equity of each Domestic Subsidiary, (iii) all of the issued and outstanding non-voting Equity and 66.6% of voting Equity of each Subsidiary not constituting a Domestic Subsidiary held by any Domestic Subsidiary, (iv) all other personal property of the Restricted Persons, and (v) any other Equity or other assets of the Restricted Persons which is subject to a Lien securing the First Lien Obligations. On the Closing Date, each Restricted Person shall deliver to the Administrative Agent and GSO for the ratable benefit of each Lender, Security Documents covering the foregoing, each in form and substance acceptable to the Administrative Agent and GSO. Notwithstanding any other provision of this Agreement, any Equity received in exchange for a Vista Gathering Sale shall not be subject to the requirements of this Section 5.16(a) unless such Equity is pledged, and only for so long as it is so pledged, under the First Lien Loan Documents. (b) If all or any part of the assets that comprise the Vista Gathering System are held by any Restricted Person on January 1, 2015, the Borrower shall, and or shall cause the Guarantors toapplicable Restricted Person, deliveras promptly as practicable, and in any event within twenty (20) days, to further secure the Obligations whenever requested by execute and deliver to the Administrative Agent in its sole and absolute discretionAgent, deeds for the ratable benefit of trusteach Lender, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens or security interests in the Collateral. The Company shall deliver and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and duly executed by the applicable Restricted Person, together with such other assignments, conveyances, amendments, agreements and other writings (aeach duly authorized and executed) evidencing as the Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens (subject only in priority to the Liens securing the First Lien Obligations) covering and encumbering such assets. (c) If requested by the Administrative Agent or the Majority Lenders, the Borrower will from time to time deliver favorable title opinions or updates of title opinions from legal counsel reasonably acceptable to the Majority Lenders (or other title information satisfactory to the Majority Lenders in their reasonable discretion) with respect to (at the Borrower’s election) either (i) at least eighty percent (80%) of the Present Value of the Restricted Persons’ Proved Reserves reflected in the Engineering Report most recently delivered pursuant to Section 5.01(d) or (ii) (A) at least ninety-five percent (95%) of the Present Value of the Restricted Persons’ Proved Developed Producing Reserves reflected in the Engineering Report most recently delivered pursuant to Section 5.02(d) and (B) a percentage satisfactory to the Majority Lenders in their reasonable discretion of the Present Value of the Restricted Persons’ Proved Developed Nonproducing Reserves and the Proved Undeveloped Reserves reflected in the Engineering Report most recently delivered pursuant to Section 5.02(d); and confirming that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, . (bd) confirming that such Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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 If requested by the Administrative Agent may reasonably requestor the Majority Lenders, the Borrower shall, within 60 days of notice from the Administrative Agent or the Majority Lenders that title defects or exceptions exist with respect to any Restricted Person’s Proved Reserves, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 6.02 raised by such information or (ii) deliver additional title information in form and substance acceptable to the Majority Lenders so that the Majority Lender shall have received, together with title information previously delivered to the Administrative Agent and the Majority Lenders, satisfactory title information on the percentage of Present Value specified in Section 5.16(c). (e) In the event that the Borrower or any of its Subsidiaries grants a Lien on any property to secure any obligations under the First Lien Loan Documents, the Borrower will, and will cause such Subsidiary to, contemporaneously therewith grant to the Administrative Agent to secure the Obligations a Lien on the same property pursuant to the Security Documents similar in form and substance to the grant of the Lien to secure the obligations under the First Lien Loan Documents.

Agreement to Deliver Security Documents. The Company shallBorrower shall promptly deliver, and shall to cause each of the Guarantors to, to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretionObligations, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in (i) prior to the Collateral. 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 Company shall deliver 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 shall cause the Guarantors to deliver whenever absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory opinions) acceptable to the Administrative Agent with respect to the Mortgaged Borrower’s or any Guarantor’s Oil and Gas Properties designated constituting at least eighty percent (80%) of the present value, determined by the Administrative AgentLenders 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, based upon abstract or record examinations reasonably acceptable to of the Administrative Agent Borrower’s and (a) evidencing the Guarantors’ properties and demonstrating that the Company Borrower or a Guarantor, as applicable, has have good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except Permitted Liens, (bother than those permitted by Section 7.1) confirming that such Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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 requestrequest 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 Company shall(a) Subject to Section 6.16(b) and Section 7.2(n), Borrower agrees to deliver and shall to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations and any Lender Hedging Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgagespledge agreements, security agreements, pledge financing statements, continuation statements, extension agreements, financing statements acknowledgments, and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent Agent, in each case for the purpose of granting, confirming, protecting and perfecting second priority Liens or security interests in any real property, fixtures and contract rights necessary to the operation of the pipeline systems, gathering systems and storage facilities owned by such Restricted Person (excluding all cash, inventory, accounts, other personal property, products and proceeds related to any of the foregoing) (collectively, the "Real Property Collateral. The Company shall deliver ") now owned or hereafter acquired by any Restricted Person (other than the property of Pacific Marketing and Transportation LLC existing on the date hereof and expansions of, additions to, or replacements for, such existing property of Pacific Marketing and Transportation LLC), including Liens in Equity Interests in each other Restricted Subsidiary now owned or hereafter acquired by any Restricted Person or in such other 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 that to the extent any such property is not wholly owned by such Restricted Person, Borrower shall cause such Restricted Person to use its best efforts to obtain any necessary consents to the Guarantors grant of such Liens or security interests where commercially reasonable to deliver do so. Borrower also agrees to deliver, whenever reasonably requested by the Administrative AgentAgent in its sole and absolute discretion, title favorable opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties designated enforceability of the Liens created by the Administrative AgentSecurity Documents, based upon abstract or record examinations in a form and substance reasonably acceptable to the Administrative Agent and (a) evidencing that the Company or a Guarantor, as applicable, has good and indefeasible title to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, Agent. (b) confirming that Pacific Pipeline System LLC, Pacific Terminals LLC and each other PUC Restricted Subsidiary shall not be required to execute and deliver any Security Document pursuant to Section 6.16(a) unless regulatory approval shall have been obtained for such Mortgaged Properties are subject Security Document from the applicable public utility commission having such regulatory authority over such PUC Restricted Subsidiary (in this Section called the applicable "PUC"). Pacific Energy Partners and Borrower shall cause the PUC Restricted Subsidiary to Security Documents securing use its best efforts to obtain the Obligations that constitute and create legal, valid and duly perfected second priority deed approval of trust or mortgage the applicable PUC for Liens in such Mortgaged Properties and interests, and assignments of and security interests covering any Real Property Collateral now owned or hereafter acquired by such Person to secure the Obligations in such PUC Restricted Subsidiary's Guaranty (if delivered pursuant to Section 6.13) (i) on or prior to the consummation of the EPTC Acquisition, or if the EPTC Acquisition is abandoned or terminated, as promptly as possible after such abandonment or termination, in the Oil and Gas attributable to such Mortgaged Properties comprised case of Oil and Gas Properties and interests and Pacific Pipeline System LLC, (ii) upon consummation of the proceeds thereofEPTC Acquisition, in each the case subject only to Permitted Liensof Pacific Terminals LLC and, and (iii) upon acquisition of such PUC Restricted Subsidiary, in the case of another PUC Restricted Subsidiary. (c) covering Neither this Section 6.16 nor any other provision of any Loan Document shall require a PUC Restricted Subsidiary to deliver any Security Document pursuant to Section 6.16(a) to the extent that such other matters as PUC Restricted Subsidiary shall not have obtained the Administrative Agent may reasonably requestrequired approval of the applicable PUC after the exercise of its best efforts in accordance with subsection (b) of this Section 6.16.

Agreement to Deliver Security Documents. The Company shall, Borrower agrees to deliver and shall to cause the Guarantors to, each other Restricted Person to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in any real or personal property now owned or hereafter acquired by any Restricted Person. Without limiting the Collateral. The Company 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 other acquisition of assets by such Restricted Person, covering such assets and shall cause (iii) within 30 days after the Guarantors end of any Fiscal Quarter in which such Restricted Person has completed any wellx, xxvering the properties related thereto (to deliver whenever reasonably requested the extent not theretofore covered by Security Documents). Borrower also agrees to deliver, upon the Administrative request by Agent, whenever Agent reasonably determines that a question exists with respect to the ownership of or title to such properties or interests favorable title opinions or other evidence of title reasonably satisfactory from legal counsel acceptable to the Administrative Agent with respect to the Mortgaged Properties any Restricted Person's properties and interests designated by the Administrative Agent, based upon abstract or record examinations reasonably to dates acceptable to the Administrative Agent and (a) evidencing stating that the Company or a Guarantor, as applicable, such Restricted Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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. 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 form, substance, and authorship acceptable to Agent with respect to the oil and gas properties referred to on Schedule 7. Agent is hereby authorized to release any and all 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 this Agreement.

Agreement to Deliver Security Documents. The Company shall, and shall cause the Guarantors its Restricted Subsidiaries to, deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge account control agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority first and prior Liens or security interests in any Property now owned or hereafter acquired by the CollateralCompany or any of its Restricted Subsidiaries (excluding the Capital Stock of any Unrestricted Subsidiary held by the Company or any of its Restricted Subsidiaries), as applicable, subject only to Permitted Liens. The Company shall deliver shall, and shall cause the Guarantors its Restricted Subsidiaries to, deliver, and cause its Restricted Subsidiaries, where applicable, to deliver whenever reasonably requested by the Administrative Agent, favorable title opinions from legal counsel acceptable to the Administrative Agent, title insurance policies, or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations reasonably acceptable to the Administrative Agent and (a) evidencing stating that the Company or a Guarantorits Restricted Subsidiary, as applicable, has good and indefeasible marketable title to the Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority 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.

Agreement to Deliver Security Documents. The Company shall, Borrower agrees to deliver and shall to cause the Guarantors to, its Subsidiaries to deliver, to further secure the Obligations whenever requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting second priority Liens first and prior liens or security interests in any proved oil and gas Properties and the Collateralequity interests of the Borrower and is Subsidiaries now owned or hereafter acquired by any of the Related Persons, subject only to Liens permitted by Section 6.2(b) hereof. The Company shall deliver and shall cause the Guarantors Borrower also agrees to deliver to the extent not already delivered, whenever requested by Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions or other evidence of title reasonably satisfactory opinions) acceptable to the Administrative Agent with respect to any 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 otherwise modified from time to time) constituting at least 80% of the Mortgaged Properties designated present value, determined by the Administrative AgentLenders 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, based upon abstract or record examinations reasonably acceptable to of the Administrative Agent Related Persons' Properties and (a) evidencing demonstrating that the Company or a Guarantor, as applicable, such Related Person has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Prohibited Liens except Permitted Liens, and covering such other matters as Administrative Agent may reasonably request and (b) confirming favorable opinions of counsel satisfactory to Administrative Agent in its sole discretion opining that such Mortgaged Properties the forms of Mortgage are subject sufficient to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties properties and interests and the proceeds thereof. In the case of any Related Person granting a Lien in favor of Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, in each case subject only Borrower will at its own expense, obtain and furnish to Permitted Liens, and (c) covering Administrative Agent all such other matters opinions of legal counsel as the Administrative Agent may reasonably requestrequest in connection with any such security, instrument or act of such Related Person.

Agreement to Deliver Security Documents. The Company shallBorrowers agree to deliver and to cause each of its Subsidiaries, each other Loan Party and shall cause the Guarantors to, each of such other Loan Party’s respective Subsidiaries to deliver, to further secure the Secured Obligations whenever requested by the Administrative Agent Majority Lenders in its sole and absolute their reasonable discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge 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 second priority Liens 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 (10) 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 Majority Lenders in form and substance. Each such Subsidiary shall take within ten (10) days of 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 its security interest in the Collateral (and any Property that is to become Collateral). The Company shall 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 Majority Lenders and their counsel that such Subsidiary has taken all company action necessary to duly approve and authorize its execution, delivery and performance of such security documentation and any other documents that it is required to execute. Furthermore, the Loan Parties agree to deliver and shall to cause the Guarantors each of their respective Subsidiaries to deliver deliver, whenever reasonably requested by the Administrative AgentMajority Lenders, title opinions in their discretion, transfer orders or other evidence letters in lieu thereof with respect to the production and proceeds of title production from the Collateral, in form and substance reasonably satisfactory to the Administrative Agent Majority Lenders. Borrowers also agree to deliver, whenever reasonably requested by Majority Lenders in their discretion, title opinions from legal counsel acceptable to Majority Lenders with respect to the Mortgaged Properties any Loan Party’s or any of its respective Subsidiaries’ properties and interests designated by the Administrative AgentMajority Lenders, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent Majority Lenders and (a) evidencing stating that the Company such Loan Party or a Guarantor, as applicable, Subsidiary has good and indefeasible defensible title to the Mortgaged Propertiessuch properties and interests, free and clear of all Liens except other than Permitted Liens, (b) confirming that such Mortgaged Properties properties and interests are subject to Security Documents securing the Secured Obligations that constitute and create legal, valid and duly perfected second priority first deed of trust or mortgage Liens liens in such Mortgaged Properties properties and interests, interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties 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 Majority Lenders may reasonably request.