Common use of Agreement to Deliver Security Documents Clause in Contracts

Agreement to Deliver Security Documents. (i) The Borrower shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Secured Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value, of the Borrower’s 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. (ii) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Engineering Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the present value of the Oil and Gas Properties constituting Proved Reserves evaluated in the most recently completed Engineering Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least such required percentage, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (subject only to Liens permitted by Section 7.1) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents such that after giving effect thereto, the Mortgaged Properties will represent at least such required percentage. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 6.16(d). (iii) The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower’s or any Guarantor’s Oil and Gas Properties constituting at least eighty percent (80%) of the present value, 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, and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. (iv) 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 $10,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrument.

Agreement to Deliver Security Documents. (i) The Borrower shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Secured Obligations, (A) from and after a date not later than 60 days following the Closing Date, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (ix) prior to the occurrence of a Default (A) Default, at least eighty percent (80%) of the present value, PV-9 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 BaseReserves, (By) after the occurrence of a Default, at least ninety-five percent (95%) of the present value, PV-9 of the Borrower’s and the Guarantors’ Oil and Gas Properties, and (iiB) from and after the Closing Date, 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.Agreement. (ii) In connection with each redetermination delivery of the Borrowing Basean Engineering Report, the Borrower shall review the Engineering Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the present value PV-9 of the Oil and Gas Properties constituting Proved Reserves evaluated in the most recently completed Engineering Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least such required percentagepercentages, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly grant to the Administrative Pari Passu Collateral Agent as security for the Secured Pari Passu Obligations a first-priority Lien interest (subject only to Liens permitted by Section 7.1) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents such that after giving effect thereto, the Mortgaged Properties will represent at least such required percentagepercentages. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 6.16(d). (iii) The Borrower also agrees to promptly deliver, or to cause to be promptly delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower’s or any Guarantor’s Oil and Gas Properties constituting at least eighty percent (80%) of the present valuePV-9, 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 BaseReserves, and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. (iv) 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 $10,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, promptly 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. (v) Commencing on a date no later than 60 days after the Closing Date, the Borrower and its Restricted Subsidiaries shall keep and maintain each deposit account and each securities account with a financial institution reasonably acceptable to the Administrative Agent and subject to an Account Control Agreement, other than deposit accounts holding in the aggregate less than $10 million.

Agreement to Deliver Security Documents. Borrower agrees to execute, acknowledge (iif necessary for recordation) The Borrower shall promptly and deliver, and to cause each of the Guarantors Related Persons to execute, acknowledge (if necessary for recordation) and deliver, to further secure the Secured Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements Mortgages and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and and, upon recordation in the appropriate jurisdiction, perfecting first and prior liens or security interests in (i) prior to the occurrence Oil and Gas Properties of a Default (A) Borrower and such other Related Persons such that the Administrative Agent shall have at all times Mortgages and other Security Documents covering at least eighty percent (80%) of the total present value, value of the Borrower’s and the Guarantors’ proved Oil and Gas Properties constituting Proved Reserves to which value is given of all Related Persons, including the Front Runner Area, based upon the evaluation of such properties as contained in the Engineering Report or other information, reports and data most recently submitted to the Administrative Agent for 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. (ii) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Engineering Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the present value of the Oil and Gas Properties constituting Proved Reserves evaluated in the most recently completed Engineering Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least such required percentage, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (subject only to Liens permitted by Section 7.16.2(b) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents such that after giving effect thereto, the Mortgaged Properties will represent at least such required percentagehereof. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 6.16(d). (iii) The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, deliver whenever requested by the Administrative Agent in its sole and absolute discretion (a) additional favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower’s or any GuarantorRelated Person’s Oil and Gas Properties constituting at least eighty percent (80%) of the total present value, value (determined by the Administrative Agent in their sole discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time) of the Borrower’s and the GuarantorsRelated Persons’ Oil and Gas Properties constituting Proved Reserves to which value is given in the determination of the then current Borrowing Base, and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request Properties; and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that that, upon execution, acknowledgment, delivery and filing, the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons oil and gas attributable to such properties and interests and proceeds thereof. (iv) . In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor Related Person granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $10,000,000 1,000,000 and located in a new jurisdictionjurisdiction with respect to which the Administrative Agent has not previously received an opinion of counsel, 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, instrument or act of such Related Person. Administrative Agent agrees to hold all deeds of trust, mortgages, chattel mortgages, security or instrumentagreements, financing statements and other Security Documents delivered to Administrative Agent pursuant to this Section 7.2 until Administration Agent receives an initial Request for Tranche B Advance in accordance with Section 2.4(b).

Agreement to Deliver Security Documents. (ia) The Borrower On the Closing Date, the Loan Parties shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Secured Obligations, deeds of trust, mortgages, chattel mortgagesexecute such additional Mortgages, security agreements, financing statements and other Security Documents substantially similar to the mortgages, security agreements, financing statements and other security documents executed in connection with the Pre-Petition RBL, or otherwise in form and substance reasonably satisfactory to Administrative Agent, for the purpose of granting and perfecting first and prior Liens (after taking account of the Mortgaged Properties that secured the Pre-Petition RBL) to the Administrative Agent for the purpose benefit of grantingitself, confirmingthe Issuing Lenders, the Swing Line Lender and perfecting first and prior liens or security interests the Lenders in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value, of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves to which value is given in the determination of the then current Borrowing Base, (B) after the occurrence of a Default, at least ninety-five percent (95%) of the present value, of the Borrower’s and the Guarantors’ Oil and Gas Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the Security Agreement attached hereto as Exhibit I. (ii) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Engineering Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the present value Required Engineered Value of the Oil and Gas Properties constituting reflected in the Initial Reserve Report delivered under Section 5.01(i), provided that the Loan Parties shall use commercially reasonable efforts to execute and deliver Mortgages covering all of the Loan Parties’ Oil and Gas Properties (provided that no additional Mortgages shall be required on the Closing Date with respect to Oil and Gas Properties located in the State of Louisiana). In connection with each Scheduled Borrowing Base Determination, Special Borrowing Base Determination or redetermination pursuant to the Section 2.04(f)(ii) or Section 2.04(f)(iii), Borrower shall provide to Administrative Agent a report listing all current Mortgaged Properties included in the Reserve Report that secure the Loan Obligations to ascertain whether such Mortgaged Properties represent at least the Required Engineered Value of the Proved Reserves evaluated in the most recently completed Engineering Reserve Report delivered by Borrower to Administrative Agent on such date or in connection with such Scheduled Borrowing Base Determination, Special Borrowing Base Determination or redetermination pursuant to the Section 2.04(f)(ii) or Section 2.04(f)(iii), as the case may be, after giving effect to exploration exploratory and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties securing the Loan Obligations do not represent at least the Required Engineered Value, then, within thirty (30) days of such required percentagedate or such Scheduled Borrowing Base Determination, then Special Borrowing Base Determination or redetermination pursuant to the Section 2.04(f)(ii) or Section 2.04(f)(iii), as the case may be, Parent and Borrower shall, and shall cause its Restricted their respective Subsidiaries to, promptly grant to the Administrative Agent as security for the Secured Loan Obligations a first-priority Lien interest (subject only to Liens permitted by Section 7.1Permitted Liens) on additional Oil and Gas Properties Proved Reserves not already subject to a Lien of the Security Documents such that after giving effect thereto, the Mortgaged Properties securing the Loan Obligations will represent at least the Required Engineered Value of such required percentagetotal value, provided that the Loan Parties shall use commercially reasonable efforts to execute and deliver Mortgages covering all of the Loan Parties’ Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 6.16(d)Guarantor. (iiib) The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (includingdeliver promptly, if reasonably requested by the Administrative Agent, title opinions) in connection with any new mortgage of Oil and Gas Properties required by Section 4.02, or in the event that a new Loan Party is formed, acquired or otherwise becomes party to any Loan Document, favorable opinions from legal counsel acceptable to the Administrative Agent with respect to the Borrower’s or any Guarantor’s Oil Collateral confirming that such Collateral is subject to Security Documents securing Loan Obligations that constitute and Gas Properties constituting at least eighty percent (80%) of the present valuecreate legal, of the Borrower’s valid and the Guarantors’ Oil and Gas Properties constituting Proved Reserves to which value is given duly perfected Liens in the determination of the then current Borrowing Base, and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interestsinterests and the proceeds thereof, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and in good faith. (bc) favorable opinions of counsel satisfactory to Notwithstanding the foregoing, the Administrative Agent will not require additional Mortgages to be executed and delivered after the Closing Date on Oil and Gas Properties located in its sole discretion opining the State of Louisiana unless and until any such property constitutes a Proved Reserve or the Administrative Agent, in consultation with the Borrower, reasonably determines that the forms value of Mortgage are sufficient to create valid first deed such Oil and Gas Properties justifies the execution and delivery 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 thereofMortgages. (iv) 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 $10,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrument.

Agreement to Deliver Security Documents. (i) The Borrower shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Secured Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value, value of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves 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, 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. (ii) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Engineering Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the present value of the Oil and Gas Properties constituting Proved Reserves evaluated in the most recently completed Engineering Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least such required percentage, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (subject only to Liens permitted by Section 7.1) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents such that after giving effect thereto, the Mortgaged Properties will represent at least such required percentage. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 6.16(d). (iii) I. The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower’s or any Guarantor’s Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves to which value is given in the determination of the then current Borrowing Base, properties and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. (iv) . 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 $10,000,000 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. (i) The Borrower shall promptly deliver, and to cause each of the Guarantors to deliver, to further secure the Secured Obligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests in (i) prior to the occurrence of a Default (A) at least eighty percent (80%) of the present value, value of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves 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, 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. (ii) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Engineering Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the present value of the Oil and Gas Properties constituting Proved Reserves evaluated in the most recently completed Engineering Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least such required percentage, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (subject only to Liens permitted by Section 7.1) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents such that after giving effect thereto, the Mortgaged Properties will represent at least such required percentage. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 6.16(d). (iii) I. The Borrower also agrees to deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions) acceptable to the Administrative Agent with respect to the Borrower’s or any Guarantor’s Oil and Gas Properties constituting at least eighty percent (80%) of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time, of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves to which value is given in the determination of the then current Borrowing Base, properties and demonstrating that the Borrower or a Guarantor, as applicable, have good and defensible title to such properties and interests, free and clear of all Liens (other than those permitted by Section 7.1) and covering such other matters as the Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and proceeds thereof. (iv) . 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 $10,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrument.