Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien. (c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A). (d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Southcross Energy Partners, L.P.)
Additional Collateral; Additional Guarantors. (aaa) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties have a PV9% value of not less than the Minimum Collateral Value, based upon the Administrative Agent’s then current commodity price projections and assumptions. In connection with such review, the Borrower shall supply the Administrative Agent with a written report of the calculations used to determine such PV9% value of the Mortgaged Properties certified by a Responsible Officer of the Borrower. In the event that the Borrower or any Subsidiary acquires or forms Mortgaged Properties do not have a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15PV9% value of at least the Minimum Collateral Value, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, then the Borrower shall, or and shall cause such each Restricted Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent as security for the benefit of the Secured Parties Indebtedness a first priority, perfected first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (e), (g) and Liens permitted under Section 9.03(h)(h) of the definition thereof) on all of the tangible additional Oil and intangible Property of such Subsidiary Gas Properties (other than de minimis Property excluded those not included in the Administrative Agent’s sole discretionmost recently delivered Reserve Report) such that after giving effect thereto, the Mortgaged Properties will have a PV9% value, based upon such projections and assumptions, of not less than the Minimum Collateral Value; provided, if no Permitted Senior Debt shall have been issued and be outstanding pursuant to Section 9.02(j), (ii) cause if such first-priority Lien interests on additional Oil and Gas Properties shall not have been granted within the owner time period allowed therefor, the Borrowing Base shall be automatically reduced to an amount equal to the PV9% value of the Equity Interests Mortgaged Properties. All such Liens will be created and perfected by and in such Subsidiary to pledge such Equity Interests (includingaccordance with the provisions of deeds of trust, without limitationsecurity agreements and financing statements, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such or other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative AgentAgent 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 that are included in the most recently delivered Reserve Report and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.09(b).
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with the delivery of a Reserve Report, the Borrower shall review the Reserve Report to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve 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 80% of such total value, then the Borrower or any Subsidiary acquires or forms shall, and shall cause its Subsidiaries to, within sixty (60) days following the delivery of such Reserve Report, grant to the Administrative Agent as security for the Indebtedness an Appropriate Priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a subsidiary Lien created by the Security Instruments such that is not designated as an Excluded Subsidiary after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of mortgages, deeds of trust, security agreements and financing statements or if other Security Instruments, 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.
(i) Each Loan Party other than the Borrower will, and will cause each of its Subsidiaries to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement and (ii) each Loan Party will, and will cause each of its Subsidiaries to, grant to the Administrative Agent, pursuant to this Agreement or any other the Guaranty Agreement, as applicable, a perfected, Appropriate Priority Lien or security interest in all of the issued and outstanding Equity Interests in each Subsidiary causes any Subsidiary to guarantee of the Revolving Credit FacilityBorrower. In connection therewith, the Borrower or its Subsidiary shall will, and will cause each Subsidiary, to promptly, but in any event within 30 10 days after the creation or acquisition thereof (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)other similar event), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (iA) execute and deliver to the Administrative Agent an amendment or a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested reasonably required by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)B) on pledge all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such of each Subsidiary to pledge such Equity Interests (including, without limitation, including delivery of original stock or equity certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at and will cause its Subsidiaries to promptly execute and deliver to the Administrative Agent all times such other documents and instruments reasonably requested by the Administrative Agent to cause (i) all Material Real Property, and (ii) substantially all other material tangible and intangible Property assets of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to created by the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the event that Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause the Restricted Subsidiaries (other than any Foreign Subsidiaries) to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(b) to the Administrative Agent as security for the Indebtedness a second-priority Lien (provided that Excepted Liens may exist, but subject to the proviso at the end of such definition) on additional Oil and Gas Properties to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or any exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary acquires or forms (other than a subsidiary Foreign Subsidiary) that is not designated as an Excluded Subsidiary creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.158.13(b).
(b) The Borrower shall promptly (and, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event event, within 30 10 days (or such later date as may be agreed to by the Administrative Agent may agree as directed in its sole discretion writing by the Required Lenders)) cause each Subsidiary (it being understood that so long as other than a Foreign Subsidiary and any Broker-Dealer Subsidiary) formed or acquired after the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary Effective Date to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall (i) cause such Subsidiary (other than a Foreign Subsidiary and any Broker-Dealer Subsidiary) to (A) execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Security Agreement and grants a second-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Subsidiary is not the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a second-priority security interest in all of the Equity Interests in such Subsidiary (other than a Foreign Subsidiary and any Broker-Dealer Subsidiary) to the Collateral Agent (and will, without limitation, deliver original certificates (if any) evidencing the Equity Interests of such Subsidiary, together with undated stock powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof to the First Lien Agent as bailee for the Collateral Agent).
(c) In the event that the Parent, the Borrower or any Subsidiary (other than a Foreign Subsidiary or a Broker-Dealer Subsidiary) becomes a partner or member in a Tax Advantaged Drilling Partnership or acquires additional interests in a Tax Advantaged Drilling Partnership, the Parent or the Borrower shall, or shall cause such Subsidiary to, promptly (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiaryand, in each case to be subject to a Lien pursuant to the Security Instrumentsany event, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 within 10 days (or such later date as may be agreed to by the Administrative Agent may agree as directed in its sole discretion (it being understood that so long as writing by the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such mattersRequired Lenders)) after grant a second-priority security interest in all the Equity Interests owned by such acquisition within Person in such Tax Advantaged Drilling Partnership.
(d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property, any Property in which to subject such Material Real Property to a Lien pursuant to security interest is created under the Security Instruments, and, in connection therewithAgreement) after the Effective Date, the Borrower shall, or shall cause such Subsidiary other Loan Party to, promptly (and, in any event, within 10 days (or such later date as may be agreed to by the Administrative Agent as directed in writing by the Required Lenders)) execute and deliver such any Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested reasonably required by the Administrative AgentCollateral Agent in order to create a second-priority security interest and Lien in such Property; provided that any security interest in the Equity Interests in a first-tier Foreign Subsidiary shall not exceed 65% of the voting stock and 100% of the nonvoting stock of such Foreign Subsidiary, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to no security interest shall be created in any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such LienEquity Interests in any other Foreign Subsidiary.
(ce) Upon In the request of the Required Lendersevent that any Loan Party makes any loans to any Tax Advantaged Drilling Partnership, the Borrower and each of its Subsidiaries such Loan Party shall take any additional actions required, if any, to cause all of its right, title and interest promptly collaterally assign such Loan Party’s interests in each Hedging Agreement to which it is a party to be collaterally assigned such loans to the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesCreditors to secure the Indebtedness on the terms and conditions set forth in the Security Agreement.
(f) In the event that any Loan Party withdraws its ownership interest in a Tax Advantaged Drilling Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Tax Advantaged Drilling Partnership at the direction of the Required Lenders pursuant to Section 10.02(a), and the Parent or the Borrower shall, if requested by or shall cause such other Loan Party to, substantially contemporaneously with such withdrawal, grant to the Administrative Agent or as security for the Required LendersIndebtedness a second-priority Lien (provided that Excepted Liens may exist, use its commercially reasonable efforts but subject to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit proviso at the Lenders to cure such default or event of default and assume the obligations end of such Loan Party under definition) on such agreement Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or contract other Security Instruments, all in form and (B) substance reasonably satisfactory to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)Administrative Agent.
(dg) The Each of the Parent and the Borrower agrees that it will not, and will not permit any other Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility First Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Secured ObligationsIndebtedness, a first priority second priority, perfected Lien (provided that Excepted Liens may exist, but subject to the proviso at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
(h) The Parent and the Borrower will cause any Subsidiary guaranteeing the First Lien Debt that is not guaranteeing the Indebtedness to contemporaneously become a Guarantor by executing and delivering a Joinder Agreement.
(i) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Subsidiary (other than a Foreign Subsidiary)) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent.
(j) In the event that the Parent or the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Parent, the Borrower or any other Restricted Subsidiary, the Parent or the Borrower, as the case may be, shall, and shall cause each such Restricted Subsidiary, to (i) make such loans in the form of a subordinated intercompany note in form and substance satisfactory to the Lenders and (ii) collaterally assign the Parent’s, the Borrower’s or the applicable Restricted Subsidiary’s interests in such loans to the Collateral Agent for the benefit of the Secured Creditors to secure the Indebtedness as provided in the Security Agreement.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve 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 90% of such total value, then the Parent Guarantor shall grant, within 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).79
(b) In the event that the Borrower or any Subsidiary acquires incurs or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or guarantees any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityDebt, the Borrower or its Subsidiary Parent Guarantor shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will Parent Guarantor will, at all times times, cause (i) all Material Real Property, and (ii) all the other material tangible and intangible Property assets of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, except thatand (ii) entering into any agreements, with respect instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any Material Real Property acquired deposit account or securities account by the Borrower Parent Guarantor or a Subsidiaryits Subsidiaries, the Borrower or such Subsidiaryand (ii) promptly, as the case may be, shall have a period of 60 days but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such later date longer time as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (adiscretion) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to following a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested request by the Administrative Agent, and take such actions necessary cause any deposit or advisable securities account to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then be subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such deposit account control agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agentsecurities account control agreement, as security for the Secured Obligationsapplicable, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.Agent.80
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the event that Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of Mortgages or other Security Instruments, or if all in form and substance reasonably satisfactory to the Administrative Agent.
(b) The Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facilityshall promptly (and, the Borrower or its Subsidiary shall promptly, but in any event event, within 30 10 days (or such later date as agreed to by the Administrative Agent may agree in its sole discretion discretion)) cause each Restricted Subsidiary (it being understood that so long as other than any Broker-Dealer Subsidiary) formed or acquired after the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary Effective Date to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Restricted Subsidiary to, (iother than any Broker-Dealer Subsidiary) to (A) execute and deliver a Joinder Agreement pursuant to the Administrative Agent which such Restricted Subsidiary becomes a supplement party to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agentbecomes a Guarantor, and take (B) execute and deliver a Joinder Agreement pursuant to which such actions necessary or advisable to grant Restricted Subsidiary becomes a party to the Administrative Agent for the benefit of the Secured Parties Security Agreement and grants a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on first-priority security interest in substantially all of the tangible its personal Property, and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) execute and deliver (or, if the direct parent of such Restricted Subsidiary is not the Borrower, cause such Restricted Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the owner applicable Loan Party will grant a first-priority security interest in all of the Equity Interests in such Restricted Subsidiary to pledge such Equity Interests (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers (or the equivalent for any such Restricted Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent).
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of In the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to event that the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a SubsidiaryParent, the Borrower or such Subsidiary, as the case may be, shall have any Restricted Subsidiary becomes a period of 60 days (partner or such later date as the Administrative Agent may agree member in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstandinga Designated Partnership or acquires additional interests in a Designated Partnership, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, Parent or the Borrower shall, or shall cause such Restricted Subsidiary to, promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) grant a first-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership.
(d) In the event that the Parent, the Borrower or any other Guarantor acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Parent or the Borrower shall, or shall cause such other Guarantor to, promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver such any Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested reasonably required by the Administrative AgentAgent in order to create a first-priority security interest and Lien in such Property.
(e) In the event that the Parent, and take such actions necessary the Borrower or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect any other Guarantor makes any loans to any real PropertyDesignated Partnership, if the Parent or the Borrower shall, or shall cause such other Guarantor to, promptly (and, in any event, within 10 days) collaterally assign such Loan Party’s interests in such loans to the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured PartiesLenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement.
(f) In the event that the Parent, the Borrower or any other Guarantor withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), the Parent or the Borrower shall, if requested by or shall cause such other Guarantor to, substantially contemporaneously with such withdrawal, grant to the Administrative Agent or as security for the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (id) expressly permit such assignment and (iif) upon of the occurrence of any default or event of default under such agreement or contractdefinition thereof may exist, (A) but subject to permit the Lenders to cure such default or event of default and assume provisos at the obligations end of such Loan Party under definition) on such agreement Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or contract other Security Instruments, all in form and (B) substance reasonably satisfactory to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)Administrative Agent.
(dg) The Parent and the Borrower agrees that it will not, and will not permit any other Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility Permitted Second Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Secured ObligationsIndebtedness, a first priority priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
(h) The Parent and the Borrower will cause any Subsidiary guaranteeing Permitted Second Lien Debt or any Senior Notes that is not guaranteeing the Indebtedness to contemporaneously become a Guarantor hereunder by executing and delivering a Joinder Agreement.
(i) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Restricted Subsidiary) shall promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case, as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent.
(j) In the event that the Parent or the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Parent, the Borrower or any other Restricted Subsidiary, the Parent or the Borrower, as the case may be, shall, and shall cause each such Restricted Subsidiary, to (i) make such loans in the form of the Intercompany Note and (ii) collaterally assign the Parent’s, the Borrower’s or the applicable Restricted Subsidiary’s interests in such Intercompany Note to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness as provided in the Security Agreement.
Appears in 1 contract
Sources: Credit Agreement (Titan Energy, LLC)
Additional Collateral; Additional Guarantors. Subject to the requirements of Section 9.01(b):
(a) In the event that the Borrower or any Domestic Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Material Subsidiary in accordance with Section 8.15, or if the Borrower or any other previously immaterial Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facilitybecomes a Material Subsidiary, the Borrower or its such Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty Guarantee and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of In the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by event that the Borrower or any Domestic Subsidiary becomes the owner of a SubsidiaryForeign Subsidiary and which has net book value in excess of $1,000,000, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, then the Borrower shall, or shall cause such Domestic Subsidiary to, promptly (i) execute and deliver a supplement to the Guaranty Agreement to pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, if appropriate, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such Security Instruments (in proper form for filingother additional closing documents, registration or recordation, certificates and legal opinions as applicable) as are shall reasonably be requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon In the request of the Required Lenders, event that the Borrower and each of its Subsidiaries shall take or any additional actions requiredDomestic Subsidiary acquires any property, if anysuch property, to cause all in the judgment of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject to Liens permitted by Section 9.03) in favor of the Administrative Agent for the benefit of the Secured Parties, and then the Borrower shall, if requested by or cause such Domestic Subsidiary to, promptly (i) furnish to the Administrative Agent or a description of the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) duly execute and deliver to the Administrative Agent such security agreement supplements and other security agreements, pledge agreements, and Mortgages as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of the Secured Obligations by the applicable Loan Party under the Loan Documents and constituting Liens on all such properties, (iii) take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent valid and perfected first priority (subject to Liens permitted by Section 9.03) Liens on such property, and (iv) execute and deliver to the Administrative Agent such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(d) At any time during the continuation of any Event of Default, the Borrower shall, and shall cause each Guarantor to, take such steps as to grant the Administrative Agent, for the benefit of all Secured Parties, “control” over all material deposit accounts and securities accounts.
(e) Within ninety (90) days of the Closing Date, the Borrower shall ensure that the Administrative Agent has a perfected first priority interest in any (i) ▇▇▇▇▇ service rigs, (ii) contract drilling rigs, (iii) heavy duty vehicles or (iv) coiled tubing units, including to the extent required by applicable law, notation on the certificate of title for such piece of equipment.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 (i) Within thirty (30) days (or such later date longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion discretion) after (it being understood that so long as A) the Revolving consummation by any Credit Facility is outstandingParty of a Material Acquisition (other than any acquisition of Equity Interests in a DevCo) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on December 31, 2017, and (ii) on the closing date of any Permitted Acquisition, the judgment Borrower shall cause the Credit Parties and any applicable DevCo to provide to the Administrative Agent, without duplication, copies of the Revolver Administrative Agent all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or DevCo (including any Midstream Properties owned by any Person that is a DevCo or is required to become a Guarantor hereunder in respect which Equity Interests were acquired) as a result of the matters described such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in this clause (a) shall be deemed to be the judgment favor of the Administrative Agent with respect to such matters))Agent, cause such Subsidiary to guarantee the Secured Obligations pursuant in each case in form and substance satisfactory to the Guaranty and Collateral AgreementAdministrative Agent. In connection with any guarantythe foregoing, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are extent reasonably requested by the Administrative Agent, the Borrower shall deliver, or shall cause to be delivered, (x) title and take extended coverage insurance covering real property subject to the additional Security Instruments in an amount equal to the purchase price of such actions interest in real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, (y) any consents or estoppels reasonably deemed necessary or advisable to grant by the Administrative Agent in connection with such Security Instruments, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent for the benefit of the Secured Parties a first priorityand (z) legal opinions, perfected Lien (subject only which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion).
(b) The Parent and the Borrower shall promptly cause each Material Subsidiary, and any other Restricted Subsidiary that guarantees any Debt of any other Credit Party, to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement; provided that the foregoing shall not apply to any DevCo until such time that the DevCo is a Wholly-Owned Subsidiary. In connection with any such guaranty, the Parent and the Borrower shall (i) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement thereto, as applicable, (ii) cause the owner Credit Party that owns Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests in of such new Domestic Subsidiary pursuant to pledge such Equity Interests the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Parent and the Borrower will at all times cause in connection with any deposit account and/or any securities account (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in than an Excluded SubsidiaryAccount for so long as it is an Excluded Account) established, in each case held or maintained by a Credit Party after the Effective Date, cause such deposit account and/or securities account (other than an Excluded Account for so long as it is an Excluded Account) to be subject to a Lien pursuant Control Agreement prior to the Security Instruments, except that, with respect to depositing any Material Real funds or other Property acquired by the Borrower therein or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect prior to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, deposit account or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required securities account ceasing to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower an Excluded Account and each of its Subsidiaries shall take any additional actions required, if any, to cause at all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)times thereafter.
(d) The Parent and the Borrower agrees shall promptly cause each DevCo to guarantee the Indebtedness pursuant to the DevCo Guaranty. In connection with any such guaranty, the Parent and the Borrower shall (i) cause such DevCo to execute and deliver a DevCo Mortgage, (ii) cause the Credit Party that it will notowns Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests of each DevCo pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original certificates evidencing the Equity Interests of such DevCo, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and will not permit any Guarantor to(iii) execute and deliver such other additional closing documents, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Upon the date that a DevCo becomes a Wholly-Owned Subsidiary, as security for (x) the Secured Obligations, Borrower shall immediately cause such DevCo to execute a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory joinder and/or supplement to the Administrative AgentGuaranty and Security Agreement, which shall supersede and replace the DevCo Guaranty executed by such DevCo and (y) such Wholly-Owned Subsidiary shall be deemed to be a Credit Party (and not a DevCo) under the Loan Documents.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base or delivery of a Reserve Report hereunder, the Borrower shall review such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.01(i)(F)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.01(i), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Specified Liens may exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent not less than the minimum set forth above. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) In the event that the Borrower creates or acquires any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityDomestic Subsidiary, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations pursuant become a party to the Guaranty Guarantee and Collateral Agreement. In connection with any guarantytherewith, the Borrower shall, or shall cause such Subsidiary to, (iA) execute and deliver to the Administrative Agent a supplement to each of the Guaranty Guarantee and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Intercreditor Agreement, (iiB) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof, to the Administrative Agent (or to the First Lien Administrative Agent (as bailee for the Administrative Agent)) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause (i) all Material Real PropertyAt any time during the continuation of an Event of Default, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired if required by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewithAgent, the Borrower shall, or and shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned grant to the Administrative Agent, for the benefit of Agent a Lien to secure the Secured PartiesObligations on all other Oil and Gas Properties, and shall, if requested by except those assets as to which the Administrative Agent shall determine in its reasonable discretion that the cost of obtaining a Lien or other security interest therein is excessive in relation to the Required Lenders, use its commercially reasonable efforts value of the security to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)be afforded thereby.
(d) The Borrower agrees that it will not, and will not permit any Guarantor Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility First Lien Secured Obligations without contemporaneously first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent, as security for Agent to secure the Secured ObligationsObligations a second-priority, a first priority perfected Lien (subject to Specified Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(e) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In With respect to any Specified Personal Property acquired after the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated Closing Date as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as which the Administrative Agent may agree in its sole discretion (it being understood that so long as Agent, for the Revolving Credit Facility is outstanding, the judgment benefit of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to Secured Parties, does not have a perfected Lien, promptly following such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, acquisition (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration amendments or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant supplements to the Security InstrumentsAgreement, except that, with respect to any Material Real Property acquired by the Borrower Lux Security Agreements or a Subsidiary, the Borrower Mortgages or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date other documents as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed reasonably deems necessary to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned grant to the Administrative Agent, for the benefit of the Secured Parties, and shalla Lien in such Property, if (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien in such Property, subject to Permitted Liens, including without limitation, the filing of UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by the Security Agreement, any Lux Security Agreement or by Law or as may be requested by the Administrative Agent and the recording of such amendment or supplement with the Required LendersUnited States Coast Guard, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment if applicable, and (iiiii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract if reasonably requested by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for deliver to the Secured ObligationsAdministrative Agent legal opinions relating to the matters described above, a first priority perfected Lien on the same Property pursuant to Security Instruments which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) With respect to any new Material Subsidiary (other than (i) an Excluded Subsidiary or (ii) a Project Finance Subsidiary) directly or indirectly created or acquired after the Closing Date by the Parent Borrower or any other Loan Parties (which, for the purposes of this paragraph, shall include (1) any existing Material Subsidiary that ceases to be an Excluded Subsidiary or a Project Finance Subsidiary, (2) any existing Subsidiary (that is not an Excluded Subsidiary or a Project Finance Subsidiary) that ceases to be an Immaterial Subsidiary or otherwise becomes a Material Subsidiary and (3) any Subsidiary that guarantees any Indebtedness of the Borrower or any Guarantor), promptly (and in any event within 30 days or such longer period as the Administrative Agent may agree in its sole discretion) following such creation, acquisition or the guaranteeing of any such Indebtedness, (i) cause such Subsidiary (A) to become a party to the Guaranty and the Security Agreement (or enter into other similar documents in form and substance satisfactory to the Administrative Agent), (B) in the case of any such Subsidiary owning a Specified Barge Rig, to execute and deliver a new Mortgage or an amendment to any existing Mortgage to include as covering such Specified Barge Rig, and (C) to take such actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien in the Collateral described in the Security Agreement (or other similar document referred to in (i)(A) above) or the applicable Mortgage (or amendment to an existing Mortgage), as the case may be, with respect to such Subsidiary (subject to Permitted Liens), including, without limitation, the filing of UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by the Security Agreement (or other similar document referred to in (i)(A) above) or by law or as may be reasonably requested by the Administrative Agent and the recording of such Mortgage or amendment to a Mortgage with the United States Coast Guard, if applicable, and (ii) if reasonably requested by the Administrative Agent deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) If, as of the end of any Measurement Period, Immaterial Subsidiaries collectively (i) generated more than 5.0% of Consolidated EBITDA for the Measurement Period most recently ended for which financial statements of the Parent Borrower and its Subsidiaries are available or (ii) own assets that have an aggregate fair market value equal to or greater than 5.0% of Consolidated Tangible Assets of the Parent Borrower and its Subsidiaries, then in each case the Parent Borrower shall cause one or more of such Immaterial Subsidiaries to execute a joinder agreement (or agreements) such that after giving effect thereto, (A) all such remaining Immaterial Subsidiaries that are not Loan Parties generated less than 5.0% of Consolidated EBITDA for such Measurement Period and (B) the total assets owned by all such remaining Immaterial Subsidiaries that are not Loan Parties will have an aggregate fair market value of less than 5.0% of the Consolidated Tangible Assets of the Parent Borrower and its Subsidiaries.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is Mortgaged Properties do not designated as an Excluded Subsidiary in accordance with Section 8.15represent at least 90% of such total value, or if then the Borrower or any other Subsidiary causes any Subsidiary to guarantee shall, and shall cause the Revolving Credit FacilityRestricted Subsidiaries to, grant, within thirty (30) days of delivery of the Borrower or its Subsidiary shall promptly, but in any event within 30 days certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion but in any event not to exceed sixty (it being understood 60) days after such delivery), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that so long as the Revolving Credit Facility is outstanding, the judgment Excepted Liens of the Revolver Administrative Agent in respect of the matters type described in this clause clauses (a) shall to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such total value. All such Liens will be deemed created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to be the judgment of the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with respect to the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such mattersRestricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Parent, OP LLC and the Borrower shall promptly cause each Material Subsidiary and any other Domestic Subsidiary that guarantees any Debt of any other Credit Party (in each case other than an Excluded Subsidiary), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Security Agreement. In connection with any such guaranty, the Parent, OP LLC and the Borrower shall, or shall cause such Domestic Subsidiary to, (i) to execute and deliver to the Administrative Agent Guaranty and Security Agreement or a supplement thereto, as applicable, cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to the Guaranty and Collateral Security Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)[Reserved.]
(d) The Borrower agrees that it will not, and will not permit Notwithstanding any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on provision in any Property to secure of the Revolving Credit Facility without contemporaneously granting Loan Documents to the Administrative Agentcontrary, in no event is any Building (as security for defined in the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.applicable Flood Insurance Regulations) or Manufactured
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) [Reserved].
(b) In the event that the Borrower or any Subsidiary acquires incurs or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or guarantees any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityDebt, the Borrower or its Subsidiary Parent Guarantor shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Guarantee Agreement. In connection with any guarantysuch guarantee, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Guarantee Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, if applicable, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will Parent Guarantor will, at all times times, cause (i) all Material Real Property, and (ii) all the other material tangible and intangible Property assets of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 15 days advance written notice to the Administrative Agent of such proposed creation or acquisition, except thatand (ii) entering into any agreements, with respect instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any Material Real Property acquired deposit account or securities account by the Borrower Parent Guarantor or a Subsidiaryits Subsidiaries, the Borrower or such Subsidiaryand (ii) promptly, as the case may be, shall have a period of 60 days but in no event later than within 10 Business Days (or such later date longer time as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (adiscretion) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to following a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested request by the Administrative Agent, and take such actions necessary cause any deposit or advisable securities account to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then be subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such deposit account control agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agentsecurities account control agreement, as security for the Secured Obligationsapplicable, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least 75% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 75% of such total value, then the Borrower or any Subsidiary acquires or forms shall, and shall cause its Restricted Subsidiaries to (i), grant, within 30 days of such review, to the Administrative Agent as security for the Indebtedness a subsidiary first-priority Lien interest (provided that is Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report containing proved oil and gas reserves not designated as an Excluded Subsidiary already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 75% of such total value and (ii) deliver, within 90 days of the Administrative Agent’s request, evidence of good and defensible title with respect to such additional Mortgaged Properties, subject to Immaterial Title Deficiencies. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if other Security Instruments, 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.
(b) If the Borrower or any other Domestic Subsidiary causes any that is a Restricted Subsidiary to guarantee becomes the Revolving Credit Facilityowner of a Restricted Subsidiary, then the Borrower shall, or its shall cause such Domestic Subsidiary shall to, promptly, but in any event within no later than 30 days after the date of becoming an owner thereof (or such later date longer period as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such mattersdiscretion)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit pledge 100% of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary if it is a Domestic Subsidiary, (ii) pledge 65% of the Equity Interests of such Restricted Subsidiary if it is a Foreign Subsidiary, (iii) deliver original stock certificates, if any, evidencing such Equity Interests so pledged, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) , and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times shall cause the following Persons to guarantee the Indebtedness pursuant to the Guaranty Agreement:
(i) all each Material Real Property, and Domestic Restricted Subsidiary;
(ii) all other tangible and intangible Property any Person required to guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.05(b);
(iii) any Person that guarantees any Senior Notes or any Permitted Additional Debt; and
(iv) one or more additional Domestic Subsidiaries that are Restricted Subsidiaries to the extent necessary to cause the total assets of the Domestic Subsidiaries that are Restricted Subsidiaries but are not Guarantors to be less than 20% of the combined assets of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case its Restricted Subsidiaries and the combined EBITDAX of such Domestic Subsidiaries to be subject to a Lien pursuant to less than 20% of the Security Instruments, except that, with respect to any Material Real Property acquired by combined EBITDAX of the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days and its Restricted Subsidiaries.
(or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (ad) shall be deemed to be the judgment of the Administrative Agent In connection with respect to such mattersany guaranty required by Section 8.13(c)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary toor other Person to promptly, but in any event no later than 30 days (or such longer period as the Administrative Agent may agree in its discretion) after the event requiring such guaranty, execute and deliver (i) a supplement to the Guaranty Agreement and (ii) such Security Instruments (in proper form for filingother additional closing documents, registration or recordation, certificates and legal opinions as applicable) as are shall reasonably be requested by the Administrative Agent, and take such actions necessary or advisable . If at any time any Person is not otherwise required to subject such Material Real Property to a Lien guarantee the Indebtedness hereunder (whether pursuant to the Security Instrumentsother provisions of this Section 8.13 or otherwise) or under any other Loan Document, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested receipt by the Administrative Agent or of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Required LendersSenior Notes or, use if applicable, any Permitted Additional Debt, as the case may be, such Person shall be released from its commercially reasonable efforts guarantee obligations with respect to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract Indebtedness and the Lenders take Administrative Agent shall, at the actions required under sole cost and expense of the foregoing clause (A)Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.
(de) The If the Borrower agrees that it will notobtains an Investment Grade Rating, then the provisions of Section 8.13(a) and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent(b) shall no longer apply.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least the Required Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is Mortgaged Properties do not designated as an Excluded Subsidiary in accordance with Section 8.15represent at least such Required Engineered Value, or if then the Borrower or any shall, and shall cause other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityParties to, the Borrower or its Subsidiary shall promptly, but in any event within 30 thirty (30) days of delivery of the Reserve Report (or such later date longer period as the Administrative Agent may agree approve in its sole discretion discretion), grant to the Administrative Agent as security for the Obligations a first-priority Lien interest (it being understood subject only to Liens permitted by Section 9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security Instruments such that so long as the Revolving Credit Facility is outstandingafter giving effect thereto, the judgment Mortgaged Properties will represent at least such Required Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Revolver 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 8.14(b).
(b) If any additional Restricted Subsidiary is formed or acquired (or an Unrestricted Subsidiary is designated as a Restricted Subsidiary) after the Closing Date, then the Borrower shall, within thirty (30) days after such Subsidiary is formed, acquired or designated as a Restricted Subsidiary (or such longer period as may be agreed to by the Administrative Agent in respect of the matters described in this clause (aits sole discretion) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral AgreementFacility Guaranty. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) such Restricted Subsidiary to execute and deliver a joinder to the Administrative Agent a supplement to Facility Guaranty, the Guaranty and Collateral Security Agreement and such any other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative AgentAgent to become a Guarantor and a Grantor (as defined in the Security Agreement), respectively, thereunder and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien first-priority security interest (subject only to Excepted Liens and Liens permitted under by Section 9.03(h)9.03) on in substantially all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)its personal property, (ii) cause the each owner of the Equity Interests in such Restricted Subsidiary to pledge such execute and deliver a Security Instrument pledging all of its Equity Interests in such Restricted Subsidiary (including, without limitation, delivery of original stock certificates (if any) evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers (or the equivalent for any Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) and (iii) cause such Restricted Subsidiary or such pledgor to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of In the event that the Borrower or any other Guarantor acquires any material Property (other than any Oil and each Subsidiary not covered by clause (a) above, including Gas Property and any Equity Interests Property in an Excluded Subsidiary, in each case to be subject to which a Lien pursuant to security interest is already created under the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewithClosing Date, the Borrower shall, or shall cause such Subsidiary other Guarantor to, promptly (and, in any event, within thirty (30) Business Days (or such later date as may be agreed to by the Administrative Agent in its sole discretion)) execute and deliver such any Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested reasonably required by the Administrative AgentAgent in order to create a first-priority security interest in such Property, subject only to Liens permitted by Section 9.03.
(d) In the event that the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Borrower or any other Restricted Subsidiary, or the Borrower, shall, and take shall cause each such actions necessary Restricted Subsidiary, to (i) make such loans in the form of an intercompany note and (ii) collaterally assign the Borrower’s or advisable the applicable Restricted Subsidiary’s interests in such intercompany note to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured PartiesBanks to secure the Obligations to the extent required by the Security Instruments.
(e) In furtherance of the foregoing in this Section 8.14 and subject to any exceptions, exclusions or limitations set forth herein or in the Security Instruments, each Credit Party (including any newly created or acquired Restricted Subsidiary) shall promptly (and, in any event, within thirty (30) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and shalldeliver (or otherwise provide, if as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case, as may be reasonably requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
(f) In connection with each Disposition of Oil and Gas Properties (including by means of a Disposition of Equity Interests of a Subsidiary) in which the aggregate Borrowing Base Value of Oil and Gas Properties Disposed of (including by means of a Disposition of Equity Interests of a Subsidiary) exceeds five percent (5%) of the Borrowing Base then in effect, and the Borrowing Base Utilization Percentage at such time exceeds eighty-five percent (85%), then the Borrower shall ascertain whether the Mortgaged Properties represent at least the Required Engineered Value of the Oil and Gas Properties after giving effect to such Disposition. In the event that the Mortgaged Properties do not represent at least such Required Engineered Value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly, but in any event within thirty (30) days of such Disposition (or such longer period (not exceeding sixty (60) days) as the Administrative Agent shall agree in its sole discretion), grant to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject only to Liens permitted by Section 9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least such Required Engineered Value.
(g) The Security Instruments shall remain in effect at all times unless otherwise released pursuant to the terms of this Agreement.
(h) Notwithstanding any provision in any Loan Paper to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) owned by any Credit Party included in the definition of “Mortgaged Properties” and no Building or Manufactured (Mobile) Home is encumbered by any Security Instrument.
Appears in 1 contract
Sources: Fifth Amended and Restated Credit Agreement (Vital Energy, Inc.)
Additional Collateral; Additional Guarantors. Upon (ax) In the event that re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary acquires or forms a subsidiary that is not designated as (in each case, other than an Excluded Subsidiary in accordance with Section 8.15, Subsidiary) or if the Borrower or any other Subsidiary causes upon any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed ceasing to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is the acquisition of any personal property by any Credit Party (other than Excluded Assets) not already subject to a perfected First Priority Lien pursuant to the Security Instruments, the Administrative in favor of Collateral Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and Holdings shall, if requested in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such longer period as determined in writing by the Administrative Agent in its sole discretion from time to time, after such formation, acquisition, cessation or the Required Lendersre-designation, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or (ii) such personal property not subject to a perfected First Priority Lien to become subject to a First Priority Lien in favor of Collateral Agent (except to the extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such property be subject to a perfected First Priority Lien), and in furtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to the Subordination Agreement executed on the Closing Date or any other Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(f), 3.01(g), 3.01(j), 3.01(l), 3.01(m), 3.01(o) and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, that the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of a Credit Party, and (ii) upon all of the occurrence data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of any default or event of default under the Credit Parties; provided, such agreement or contract, (A) written notice shall be deemed to permit the Lenders to cure such default or event of default supplement Schedule 4.01 and assume the obligations of such Loan Party under such agreement or contract 4.02 for all purposes hereof and (Biii) to prohibit a description of the termination material owned real and personal properties of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract Credit Parties and the Lenders take the actions required under the foregoing clause their respective Restricted Subsidiaries (A).
(dother than any Excluded Subsidiary) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance detail reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is Mortgaged Properties do not designated as an Excluded Subsidiary in accordance with Section 8.15represent at least 90% of such total value, or if then the Borrower or any other Subsidiary causes any Subsidiary to guarantee shall, and shall cause the Revolving Credit FacilityRestricted Subsidiaries to, grant, within thirty (30) days of delivery of the Borrower or its Subsidiary shall promptly, but in any event within 30 days certificate required under Section 8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion but in any event not to exceed sixty (it being understood 60) days after such delivery), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that so long as the Revolving Credit Facility is outstanding, the judgment Excepted Liens of the Revolver Administrative Agent in respect of the matters type described in this clause clauses (a) shall to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such total value. All such Liens will be deemed created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to be the judgment of the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with respect to the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such mattersRestricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Parent, OP LLC and the Borrower shall promptly cause each Material Subsidiary and any other Domestic Subsidiary that guarantees any Debt of any other Credit Party (in each case other than an Excluded Subsidiary), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Security Agreement. In connection with any such guaranty, the Parent, OP LLC and the Borrower shall, or shall (A) cause such Domestic Subsidiary to, (i) to execute and deliver to the Administrative Agent Guaranty and Security Agreement or a supplement thereto, as applicable, (B) cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to the Guaranty and Collateral Security Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause [Reserved.]
(d) 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 Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all Material Real Property, lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) all other tangible the Parent, OP LLC and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will shall not permit any Guarantor of their respective Restricted Subsidiaries to, ▇▇▇▇▇ ▇ ▇▇▇▇ permit to exist any Lien on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative AgentBuilding or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 (i) Within thirty (30) days (or such later date longer period not to exceed ninety (90) days as the Administrative Agent may agree in its sole discretion discretion) after (it being understood that so long as A) the Revolving consummation by any Credit Facility is outstandingParty of a Material Acquisition (other than any acquisition of Equity Interests in a DevCo) and (B) each semi-annual period ending on June 30 or December 31, beginning with the period beginning on the date hereof and ending on December 31, 2017, and (ii) on the closing date of any Permitted Acquisition, the judgment Borrower shall cause the Credit Parties and any applicable DevCo to provide to the Administrative Agent, without duplication, copies of the Revolver Administrative Agent all recorded Deeds and/or Rights of Way with respect to its Midstream Properties that have been received or otherwise acquired by any Credit Party or DevCo (including any Midstream Properties owned by any Person that is a DevCo or is required to become a Guarantor hereunder in respect which Equity Interests were acquired) as a result of the matters described such Material Acquisition or during such period, as applicable, and to execute and deliver mortgages or other applicable Security Instruments on such Midstream Properties, Deeds and/or Rights of Way in this clause (a) shall be deemed to be the judgment favor of the Administrative Agent with respect to such matters))Agent, cause such Subsidiary to guarantee the Secured Obligations pursuant in each case in form and substance satisfactory to the Guaranty and Collateral AgreementAdministrative Agent. In connection with any guarantythe foregoing, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are extent reasonably requested by the Administrative Agent, the Borrower shall deliver, or shall cause to be delivered, (x) title and take extended coverage insurance covering real property subject to the additional Security Instruments in an amount equal to the purchase price of such actions interest in real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, (y) any consents or estoppels reasonably deemed necessary or advisable to grant by the Administrative Agent in connection with such Security Instruments, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiz) execute legal opinions, which opinions shall be in form and deliver such other additional closing documentssubstance, certificates and legal opinions as shall from counsel, reasonably be requested by satisfactory to the Administrative Agent.
(b) The Parent and the Borrower will at all times shall promptly cause (i) all each Material Real PropertySubsidiary, and (ii) all any other tangible and intangible Property Restricted Subsidiary that guarantees any Debt of any other Credit Party, to guarantee the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien Indebtedness pursuant to the Guaranty and Security Instruments, except that, with respect Agreement; provided that the foregoing shall not apply to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or DevCo until such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines time that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it DevCo is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.Wholly-
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower Each Obligor shall, or and shall cause such Subsidiary each Guarantor to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent as security for the benefit of the Secured Parties Indebtedness a first priority, perfected first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (i) to (v), (vii), (viii), (xi) and Liens permitted under Section 9.03(h)(xii) of the definition thereof) on all additional Oil and Gas Properties not already subject to a Lien of the tangible Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties will represent at least 100% of the Borrower's and intangible Property Guarantors' off-shore Oil and Gas Properties and all proved and probable reserves attributable to the Borrower's and Guarantors' onshore Oil and Gas Properties (other than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) Each Obligor shall cause EEX and each Domestic Subsidiary (other than de minimis Property excluded the Borrower and EEX Reserves and its Subsidiaries) to guarantee the Indebtedness pursuant to the Guaranty Agreement. Each Obligor shall, and shall cause each Subsidiary to, pledge all of the capital stock of each Domestic Subsidiary (except for the Subsidiaries of EEX Reserves, and in the Administrative Agent’s sole discretion)case of EEX Reserves, (iionly the outstanding stock owned by the Obligors and Guarantors) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests capital stock of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) now owned hereafter acquired or created. In connection with compliance with this Section, the Obligors shall, and (iii) shall cause any Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) Each Obligor shall, or shall cause each Domestic Subsidiary to, pledge 65% of all the capital stock of each first-tier Foreign Subsidiary (other than EEX Asahan Ltd.) (including, without limitation, delivery of original stock certificates evidencing such capital stock of each such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) now owned or hereafter acquired or created. In connection with compliance with this Section, the Obligors shall, and shall cause any Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(d) The Borrower Obligors will at all times cause (i) all Material Real Property, and (ii) all the other material tangible and intangible Property assets of the Borrower each Obligor and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case Guarantor to be subject to a Lien of the Security Instruments.
(e) Upon the termination and release of the Enron Prepay Obligation and the Enron ▇▇▇▇-to-Market Related ▇▇▇▇▇▇, the Obligors shall cause to be pledged all of the issued and outstanding ownership interests of EEX Reserves and shall cause EEX Reserves and its Subsidiaries to (i) guarantee the Indebtedness pursuant to the Security InstrumentsGuaranty Agreement, except that(ii) pledge all of the capital stock (or equivalent ownership interests) of each Domestic Subsidiary and 65% of the capital stock (or equivalent ownership interests) of each Foreign Subsidiary (including, with respect to any Material Real Property acquired by without limitation, delivery of original stock certificates evidencing the Borrower or a Subsidiary, the Borrower or capital stock of such Subsidiary, as together with an appropriate undated stock power for each certificate duly executed in blank by the case may be, shall have a period of 60 days registered owner thereof); (or such later date as iii) grant to the Administrative Agent may agree in its sole discretion as security for the Indebtedness a first priority Lien interest (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment subject only to Excepted Liens of the Revolver Administrative Agent type described in respect clauses (i) to (v), (vii), (viii), (xi) and (xii) of the matters described in this clause definition thereof) on all of their off-shore Oil and Gas Properties and all proved and probable reserves attributable to their onshore Oil and Gas Properties (aother than Oil and Gas Properties outside the states of Texas and Louisiana not exceeding an aggregate amount of $500,000.00); (iv) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pledge their other material tangible and intangible assets pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested Liens created by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial ; and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (xv) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title their Deposit Accounts and interest in each Hedging Agreement to which it is a party Securities Accounts to be collaterally assigned subject to Blocked Account Control Agreements and Securities Account Control Agreements reasonably acceptable to the Administrative Agent; provided, for that if EEX E&P refinances the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract Enron Prepay Obligation and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, Enron ▇▇▇▇-to-Market Related ▇▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments Section 9.04(c) through the use of Debt, the terms of such Section shall override the terms set forth in form and substance reasonably satisfactory to the Administrative Agentthis Section 8.09(e).
Appears in 1 contract
Sources: Credit Agreement (Eex Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve 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 90% of such total value, then the Parent Guarantor shall grant, within 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).797992
(b) In the event that the Borrower or any Subsidiary acquires incurs or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or guarantees any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityDebt, the Borrower or its Subsidiary Parent Guarantor shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the 787889 Amended by Thirteenth Amendment. 797990 Amended by Thirteenth Amendment. 101 Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will Parent Guarantor will, at all times times, cause (i) all Material Real Property, and (ii) all the other material tangible and intangible Property assets of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, except thatand (ii) entering into any agreements, with respect instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any Material Real Property acquired deposit account or securities account by the Borrower Parent Guarantor or a Subsidiaryits Subsidiaries, the Borrower or such Subsidiaryand (ii) promptly, as the case may be, shall have a period of 60 days but in no event later than within 10 Business Days (or such later date longer time as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (adiscretion) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to following a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested request by the Administrative Agent, and take such actions necessary cause any deposit or advisable securities account to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then be subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such deposit account control agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agentsecurities account control agreement, as security for the Secured Obligationsapplicable, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.Agent.808093
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.11(c)(iv)) to ascertain whether such Mortgaged Properties represent (x) at all times prior to the Merge Trigger Date, at least 90% (by value) of the Merge Assets and (y) at all times, at least 90% of the Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that such Mortgaged Properties do not represent (x) at all times prior to the Merge Trigger Date, at least 90% (by value) of the Merge Assets and (y) at all times, at least 90% of such Engineered Value, then:
(i) other than in connection with the Borrowing Base redetermined for fall 2017, the Borrower shall, and shall cause the Subsidiary Guarantors to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c) (or any such later date as may be acceptable to the Administrative Agent), to the Collateral Agent as security for the Priority Lien Obligations a first-priority Lien interest (subject to Excepted Liens other than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent (x) prior to the Merge Trigger Date, at least 90% (by value) of the Merge Assets and (y) at all times, at least 90% of such Engineered Value, and (ii) in connection with the Borrowing Base redetermined for fall 2017, the Borrower shall, and shall cause the Subsidiary acquires Guarantors to, grant, within forty-five (45) days after the Amendment No. 11 Effective Date (or forms such later date as may be acceptable to the Administrative Agent), to the Collateral Agent as security for the Priority Lien Obligations a subsidiary first-priority Lien interest (subject to Excepted Liens other than Excepted Liens described in clause (h) of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that is not designated as an Excluded Subsidiary after giving effect thereto, the Mortgaged Properties that constitute Oil and Gas Properties will represent (x) prior to the Merge Trigger Date, at least 90% (by value of the Merge Assets and (y) at all times, at least 90% of such Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Collateral 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 Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.15, or if the 8.13(b).
(b) The Borrower or any shall promptly cause each of its Domestic Subsidiaries (other Subsidiary causes any Subsidiary than Excluded Subsidiaries and Unrestricted Subsidiaries) to guarantee the Revolving Credit FacilityIndebtedness pursuant to the Guarantee Agreement and the Security Agreement. In connection with any such guaranty, the Borrower or its Subsidiary shall promptly, but in any event within no later than 30 days after the formation, acquisition or designation or redesignation as a Restricted Subsidiary (or other similar event) of any such Subsidiary (or such later date as may be acceptable to the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)Agent), (i) cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver supplements to the Administrative Agent a supplement Guarantee Agreement and the Security Agreement, (ii) cause all of the Equity Interests of such Subsidiary to be pledged to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Priority Lien Secured Parties a first priorityParties, perfected Lien (subject only and to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge extent such Equity Interests (includingare certificated, without limitation, delivery of cause such original stock or other certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) , to be delivered to the Collateral Agent, and (iii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant Notwithstanding anything to the Security Instruments, except that, with respect to contrary herein or in any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real PropertyLoan Document, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining any Lien or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property guaranty is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take secure or guarantee any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Junior Debt or any Senior Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor toNote, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure Parent and the Revolving Credit Facility without contemporaneously granting Borrower shall, and shall cause each of its Subsidiaries to, provide analogous guaranties to the Administrative Agent and grant to the Collateral Agent, as security for the Secured Obligationsand perfect, a first priority perfected senior Lien on the same Property pursuant for the benefit of the Priority Lien Secured Parties during at least the same period of time as required for such Junior Debt or Senior Secured Note so that, so long as such Debt is outstanding, no obligor is obligated with respect to Security Instruments in form and substance reasonably satisfactory such Debt that is not obligated with respect to the Administrative AgentIndebtedness, and no Property shall serve as collateral securing such Debt that is not also serving as Collateral securing the Indebtedness of a senior basis.
(bb) Section 8.14 of the Credit Agreement (ERISA Compliance) is hereby amended by adding the following new sentence at the end thereof:
(cc) Section 8.15 of the Credit Agreement (Swap Agreements) is hereby amended by adding the following new sentence at the end thereof:
(dd) Section 8.16 of the Credit Agreement (Marketing Activities) is hereby amended by adding the following new sentence at the end thereof:
(ee) Section 8.17 of the Credit Agreement (Designation of Senior Debt) is hereby amended by (i) replacing, in each instance therein, the word “Subsidiary” with the words “Subsidiary Guarantor” and (ii) replacing the word “Indebtedness” therein with the word “Obligations”.
(ff) Section 8.18 of the Credit Agreement (Deposit Accounts) is hereby amended by amending and restating such section to read as follows:
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) [Reserved].
(b) In the event that the Borrower any Unrestricted Subsidiary becomes a Debtor or any Subsidiary acquires or forms is a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityMaterial Domestic Subsidiary, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Restricted Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (iA) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (iiB) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10.0 million, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the voting Equity Interests of such Foreign Subsidiary and 100% of the nonvoting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent[Reserved].
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Revolving Credit Agreement (Halcon Resources Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base (including any Interim Redetermination), the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the PV-9 of the Borrowing Base Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production; provided that, if the Borrower is undertaking a Permitted Acquisition of Borrowing Base Properties, (A) the Borrower shall have sixty (60) days after the consummation of such Permitted Acquisition (subject to extension at the discretion of the Administrative Agent) to Mortgage such Borrowing Base Properties, so that, after such grace period, the Borrower will comply with the eighty percent (80%) requirement and (B) such new Borrowing Base Properties will be disregarded for purposes of calculating compliance with the eighty percent (80%) requirement during the grace period (it being understood that the Borrower will be required to Mortgage at least eighty percent (80%) of the PV-9 of the other Borrowing Base Properties). In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is Mortgaged Properties do not designated as an Excluded Subsidiary in accordance with Section 8.15represent at least eighty percent (80%) of such PV-9 value, or if then the Borrower or any other Subsidiary causes any Subsidiary shall, and shall cause its Restricted Subsidiaries to, grant, within sixty (60) days of delivery of the certificate required under Section 8.11(c), to guarantee the Revolving Credit FacilityAdministrative Agent as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted under Section 9.03) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Borrower Mortgaged Properties will represent at least eighty percent (80%) of such PV-9 value. All such Liens will be created and perfected by supplementing existing Mortgages or its Subsidiary shall promptlyentering into new Mortgages substantially in form and substance of then existing Mortgages and related Security Instruments, but in any event within 30 days (or such later date as which the Administrative Agent may agree reasonably require. If, in order to comply with the foregoing, any Restricted Subsidiary places a Lien on its sole discretion Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause b) The Borrower shall promptly cause each Material Subsidiary (aexcluding any Excluded Subsidiary) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee and secure the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, Pledge Agreement by (i) execute executing and deliver to the Administrative Agent delivering a supplement to the Guaranty and Collateral Pledge Agreement to become a Guarantor and grant a security interest in all of its assets required to be granted thereby and, if applicable, deliver any original certificates evidencing any Equity Interests required to be pledged thereby, together with an appropriate undated stock powers for each certificate duly executed in blank by such Material Subsidiary, if applicable and (ii) executing and delivering such other Security Instruments (in proper form for filing, registration or recordation, additional documents and certificates as applicable) as are shall reasonably be requested by the Administrative Agent, and take such actions necessary or advisable Agent in connection therewith to grant to vest in the Administrative Agent for (or any representative on its behalf) valid and perfected first priority Liens to the benefit of extent required hereunder or pursuant to the Secured Parties a first priorityother Loan Documents. In addition, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property Borrower shall promptly, or shall promptly cause the direct parent of such Material Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing unless the Equity Interests of such SubsidiaryMaterial Subsidiary are Excluded Equity Interests), to execute and deliver a supplement to the Guaranty and Pledge Agreement to pledge the Equity Interests of such Material Subsidiary and, if applicable, deliver any original certificates evidencing such Equity Interests, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor toRestricted Subsidiary, to guarantee the Second Lien Obligations without first guaranteeing the Indebtedness pursuant to a Security Instrument or to ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure Second Lien Obligations, without first (i) ensuring that a Customary Intercreditor Agreement which addresses the Revolving Credit Facility without contemporaneously intercreditor relationship between the Secured Parties and the secured parties in respect of Second Lien Obligations exists and (ii) granting to the Administrative Agent, as security for Agent to secure the Secured Obligations, Indebtedness a first priority perfected prior Lien on the same such Property pursuant to Security Instruments in form and substance reasonably satisfactory to the extent a prior Lien on such Property has not already been granted to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the event that Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or any exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary acquires or forms that creates a subsidiary that is not designated as an Excluded Subsidiary Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.15, 8.13(b).
(b) The Borrower shall promptly cause each Material Subsidiary formed or if acquired after the Borrower or any other Subsidiary causes any Subsidiary Effective Date to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Material Subsidiary to, to (iA) execute and deliver a Joinder Agreement pursuant to the Administrative Agent which such Material Subsidiary becomes a supplement party to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agentbecomes a Guarantor, and take (B) execute and deliver a Joinder Agreement pursuant to which such actions necessary or advisable to grant Material Subsidiary becomes a party to the Administrative Agent for the benefit of the Secured Parties Security Agreement and grants a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on first-priority security interest in substantially all of the tangible its personal Property, and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the owner applicable Loan Party will grant a first-priority security interest in all of the Equity Interests in such Material Subsidiary to pledge such Equity Interests (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent).
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of In the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by event that the Borrower or any Material Subsidiary becomes a Subsidiary, the Borrower partner or such Subsidiary, as the case may be, shall have member in a period of 60 days (Designated Partnership or such later date as the Administrative Agent may agree acquires additional interests in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewithDesignated Partnership, the Borrower shall, or shall cause such Material Subsidiary to, grant a first-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership.
(d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver such any Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested reasonably required by the Administrative Agent, Agent in order to create a first-priority security interest and take Lien in such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to Property.
(e) In the Security Instruments, provided, however, event that with respect any Loan Party makes any loans to any real PropertyDesignated Partnership, if such Loan Party shall collaterally assign such Loan Party’s interests in such loans to the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured PartiesLenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement.
(f) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Material Subsidiary) shall execute and shalldeliver (or otherwise provide, if as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as may be reasonably requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires any property or forms a subsidiary that is not designated as an Excluded Subsidiary interest in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests property (including, without limitation, delivery real property) other than property made subject to a Lien permitted under Section 10.3(g), that is not subject to a perfected Lien in favor of original stock certificates evidencing the Equity Interests Agent pursuant to the Security Documents, the Borrower shall, and shall cause Subsidiary to, take such action (including, without limitation, the preparation and filing of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed mortgages or deeds of trust in blank by form and substance satisfactory to the registered owner thereofAgent) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as the Agent shall reasonably be requested by request in order to create and/or perfect a Lien in favor of the Administrative AgentAgent on such property.
(b) The In the event that the Borrower will at all times cause (i) all Material Real Propertyis permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Subsidiaries Guarantee and the Subsidiaries Security Agreement, and (ii) all other tangible and intangible Property of the Borrower and each and/or any Subsidiary not covered by clause (a) above, including which is a holder of any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Security InstrumentsBorrower Pledge Agreement, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent, and shall take such other action as shall be necessary or advisable (including. without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 9.11(a) of this Agreement. The Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Agent or its counsel may reasonably request, including, without limitation, the enforceability of the guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Capital Stock of such Subsidiary, and the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower and/or other Subsidiaries to the Agent for the benefit of the Lenders.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 85 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is Mortgaged Properties do not designated as an Excluded Subsidiary in accordance with Section 8.15satisfy the foregoing requirements, or if then the Borrower or any other Subsidiary causes any Subsidiary shall, and shall cause the Restricted Subsidiaries to, promptly grant, and, subject to guarantee the Revolving Credit FacilitySection 8.20(b), the Borrower or its Subsidiary shall promptly, but in any event within 30 thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood discretion) after delivery of the certificate required under Section 8.12(d), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Borrowing Base Properties not already subject to a Lien of the Security Instruments such that so long as the Revolving Credit Facility is outstandingafter giving effect thereto, the judgment Mortgaged Properties will comply with such requirements. All such Liens will be created and perfected by and in accordance with the provisions of the Revolver Administrative Agent deeds of trust, security agreements and financing statements or other Security Instruments, all in respect of the matters described in this clause (a) shall be deemed form and substance reasonably satisfactory to be the judgment of the Administrative Agent with respect to such matters)), and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) The Borrower shall promptly cause such each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and Agreement, executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such Subsidiary to pledge such Equity Interests that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (bor a supplement to such document): (A) The Borrower will at all times cause any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (ior, if later, the date it becomes a Restricted Subsidiary) all Material Real Propertyfrom guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (iiC) all other tangible and intangible Property any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Borrower and each Code (“CFC”) or any Domestic Subsidiary not covered by clause (a) above, including any with no material assets other than Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (adiscretion) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shallcause any Domestic Subsidiary, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and take its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to document). Domestic Subsidiaries may be excluded from the Security Instruments, provided, however, that with respect to any real Property, requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the costscost, financial and otherwiseburden, difficulty or consequence of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to providing such a Lien outweigh guarantee outweighs the benefit to the Secured Parties of the security Lenders afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request Notwithstanding any provision in any of the Required LendersLoan 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 the Borrower and each of its Subsidiaries shall take or any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party other Credit Party required to be collaterally assigned to included in the Administrative AgentMortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, that (A) to permit the Lenders to cure Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such default Building or event of default Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and assume the obligations of such Loan Party under such agreement or contract shall be encumbered by all applicable Security Instruments and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract Parent Guarantor and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will shall not, and will shall not permit any Guarantor Restricted Subsidiaries to, ▇▇▇▇▇ ▇ ▇▇▇▇ permit to exist any Lien on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative AgentBuilding or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base pursuant to the terms of the Senior Revolving Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties that constitute Oil and Gas Properties (as described in Section 8.12(c)(vi)) to ascertain whether such Mortgaged Properties represent at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that such Mortgaged Properties do not represent at least 80% of such Engineered Value, then the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with shall, and shall cause the Guarantors to, grant, within thirty (30) days of delivery of the certificate required under Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days 8.12(c) (or such later date as may be acceptable to the Administrative Agent), to the Administrative Agent may agree as security for the Indebtedness a second-priority Lien interest (subject to Excepted Liens other than Excepted Liens described in its sole discretion clause (it being understood h) of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report not already subject to a Lien of the Security Instruments such that so long as the Revolving Credit Facility is outstandingafter giving effect thereto, the judgment Mortgaged Properties that constitute Oil and Gas Properties will represent at least 80% of such Engineered Value. All such Liens will be created and perfected by and in accordance with the Revolver Administrative Agent provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in respect of the matters described in this clause (a) shall be deemed form and substance reasonably satisfactory to be the judgment of the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with respect to such matters))the foregoing, cause if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall promptly cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty Guarantee and Collateral Agreement. In connection with any such guaranty, the Borrower shallshall promptly, but in any event no later than 15 days after the formation or shall cause acquisition (or other similar event) of any such Subsidiary to(or such later date as may be acceptable to the Administrative Agent), (i) subject to the Intercreditor Agreement, cause such Subsidiary to execute and deliver to the Administrative Agent a supplement to the Guaranty Guarantee and Collateral Agreement and Agreement, (ii) subject to the Intercreditor Agreement, cause all of the Equity Interests of such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by Subsidiary to be pledged to the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priorityParties, perfected Lien (subject only and to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge extent such Equity Interests (includingare certificated, without limitation, delivery of cause such original stock or other certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) , to be delivered to the Senior Administrative Agent, as bailee for the Administrative Agent in accordance with the terms of the Intercreditor Agreement, and (iii) cause such Subsidiary to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Senior Revolving Credit Facility Notes without contemporaneously granting to the Administrative Agent, as security for the Secured ObligationsIndebtedness, a first priority second-priority, perfected Lien (subject to Liens permitted by Section 9.03) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Guarantor to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) Except during an Investment Grade Rating Period, in connection with each redetermination of the Borrowing Base, the Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties satisfy the Collateral Coverage Requirement.
(b) In the event that the Borrower or any Subsidiary acquires or forms Mortgaged Properties do not satisfy the Collateral Coverage Requirement, then the Parent Guarantor shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.11(c), to the Administrative Agent as security for the Secured Obligations a subsidiary first-priority Lien interest (provided that is Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law) on additional Oil and Gas Properties not designated as an Excluded Subsidiary already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will satisfy the Collateral Coverage Requirement. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if the Borrower or any other Subsidiary causes any Subsidiary Security Instruments, all in form and substance reasonably satisfactory to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. If required in order to comply with the foregoing, in the event any Restricted Subsidiary places a Lien on its sole discretion (Oil and Gas Properties to secure Debt for borrowed money and such Subsidiary is not a Guarantor, then it being understood that so long as shall become a Guarantor and comply with Section 8.13(c). Notwithstanding the Revolving Credit Facility is outstandingforegoing, the judgment Parent Guarantor and the Borrower shall not be obligated to cause Kodiak and its Affiliates to grant Liens to secure the Secured Obligations in an amount in excess of the Revolver Administrative Agent in respect maximum amount of the matters described in this clause (a) shall be deemed to be the judgment Secured Obligations which Kodiak and its Affiliates may secure without violation of the Administrative Agent with respect Kodiak Indentures.
(c) Except during an Investment Grade Rating Period, if (i) the Parent Guarantor shall form or acquire a Material Domestic Subsidiary or otherwise determines that any Restricted Subsidiary is a Material Domestic Subsidiary, (ii) the Parent Guarantor elects to such matters))have a Domestic Subsidiary (or any Foreign Subsidiary that is a Disregarded Entity) guarantee the Secured Obligations or (iii) a Domestic Subsidiary incurs or guarantees any Debt for borrowed money in an amount that exceeds $100,000,000, then the Parent Guarantor shall promptly cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors and no Equity Interests in any Excluded Subsidiary shall be required to be pledged. In connection with any such guaranty, the Borrower Parent Guarantor shall, or shall cause such Subsidiary the relevant Credit Party, if applicable, to, (iA) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (iiB) cause the owner pledge all of the Equity Interests in of such new Domestic Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the Parent Guarantor and the Borrower shall not be obligated (i) to cause Kodiak and its Affiliates to guarantee the Facilities in an amount in excess of the maximum amount which Kodiak and its Affiliates may guarantee without violation of the Kodiak Indentures or (ii) to pledge the stock of Kodiak and its Affiliates to secure amounts in excess of the maximum amount which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures.
(d) Except during an Investment Grade Rating Period, in the event that the Parent Guarantor or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which would qualify as a Material Domestic Subsidiary if it were a Domestic Subsidiary, then the Parent Guarantor shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement; provided that Excluded Subsidiaries shall not be required to become Guarantors and no Equity Interests in any Excluded Subsidiary shall be required to be pledged. In connection with any such guaranty, the Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge sixty six and two-thirds percent (66-2/3%) of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, if any, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the Parent Guarantor and the Borrower shall not be obligated to pledge the stock of Kodiak and its Affiliates to secure amounts in excess of the maximum amount which Kodiak and its Affiliates may secure without violation of the Kodiak Indentures.
(be) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including Subject to any Equity Interests applicable limitations set forth in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except thatthe Parent Guarantor will, with respect to within sixty (60) days of the end of any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days Investment Grade Rating Period (or such later date longer period as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such mattersagree)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver cause its Restricted Subsidiaries to execute such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by necessary such that after giving effect thereto the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that Credit Parties are in compliance with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)provisions of this Section 8.13.
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent (i) at least 80% of the total PV10 of the Borrowing Base Properties of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production, and (ii) at least 50%, measured by net acres owned, of the Unproven Acreage acquired by the Borrower or any Guarantor on or after April 1, 2014 and owned by the Borrower and the Guarantors at such time. In the event that the Mortgaged Properties do not satisfy the foregoing requirements, then the Borrower or any Subsidiary acquires or forms shall, and shall cause the Restricted Subsidiaries to, promptly grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Borrowing Base Properties and/or Unproven Acreage not already subject to a subsidiary Lien of the Security Instruments such that is not designated as an Excluded Subsidiary after giving effect thereto, the Mortgaged Properties will comply with such requirements. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if other Security Instruments, 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.
(b) The Borrower or any other Subsidiary causes any shall promptly cause each Domestic Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Pledge Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and Pledge Agreement, executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such Subsidiary to pledge such Equity Interests that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property Notwithstanding any provision in any of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded SubsidiaryLoan Documents to the contrary, in each case to be subject to a Lien pursuant to no event is any Building (as defined in the Security Instruments, except that, with respect to any Material Real Property acquired applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or a Subsidiary, any Restricted Subsidiary included in the Borrower Mortgaged Property and no Building or such Subsidiary, as the case may be, shall have a period of 60 days Manufactured (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (aMobile) Home shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the encumbered by any Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, Instrument; provided, however, that with respect to (A) the Borrower’s and Restricted Subsidiaries’ interests in all lands and Hydrocarbons situated under any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining such Building or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, Manufactured (xMobile) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property Home shall not be required to become subject to a Lien pursuant to excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will shall not, and will shall not permit any Guarantor of its Restricted Subsidiaries to, ▇▇▇▇▇ ▇ ▇▇▇▇ permit to exist any Lien on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative AgentBuilding or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the event that Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause its Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or any exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. Any Subsidiary acquires or forms that creates a subsidiary that is not designated as an Excluded Subsidiary Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.158.13(b).
(b) The Borrower shall promptly cause each Material Subsidiary, or if other than the Borrower or any other Subsidiary causes any Subsidiary Excluded Subsidiaries, to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Joinder Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner grant a first-priority security interest in all of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, as appropriate, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) ), and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative AgentAgent in furtherance of the requirements of this Section 8.13(b).
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of In the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by event that the Borrower or any Material Subsidiary becomes a Subsidiarypartner in a Partnership or acquires additional interest in a Partnership, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, then the Borrower shall, or shall cause such Subsidiary to, (i) grant a first-priority security interest in all the Equity Interests owned by such Person in such Partnership and (ii) execute and deliver such Security Instruments (in proper form for filingother additional documents, registration or recordation, certificates and legal opinions as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent shall reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or in furtherance of the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence requirements of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (Athis Section 8.13(c).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires any property or forms interest in property (including, without limitation, real property) other than property made subject to a subsidiary Lien permitted under Section 9.3(g), that is not designated as an Excluded Subsidiary subject to a perfected Lien in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment favor of the Revolver Administrative Collateral Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guarantySecurity Documents, the Borrower shall, or and shall cause such Subsidiary to, take such action (iincluding, without limitation, the preparation and filing of mortgages or deeds of trust in form and substance satisfactory to the Collateral Agent) as the Collateral Agent shall reasonably request in order to create and/or perfect a Lien in favor of the Collateral Agent on such property.
(b) In the event that the Borrower is permitted to acquire or form any Subsidiary, such Subsidiary shall execute a guarantee and deliver a security agreement, or supplements to the Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in form and substance satisfactory to the Administrative Agent a supplement to and the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and shall take such actions other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to grant to perfect the Administrative Liens granted by such Subsidiary in favor of the Collateral Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only Lenders and to Excepted Liens effect and Liens permitted under Section 9.03(h)) on perfect the pledge of all of the tangible and intangible Property Capital Stock of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner favor of the Equity Interests Collateral Agent for the benefit of the Lenders, provided that no such action shall be required after the formation of a Subsidiary which is used in connection with Permitted Acquisition prior to the later of the date of the consummation of such Permitted Acquisition and fifteen calendar days following such formation. Such Subsidiary to pledge such Equity Interests (shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, delivery Section 8.11(a) of original stock certificates evidencing this Agreement. The Administrative Agent and the Equity Interests Collateral Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as the Administrative Agent, the Collateral Agent or their counsel may reasonably request, including, without limitation, the enforceability of the guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Capital Stock of such Subsidiary, together and the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower and/or other Subsidiaries to the Collateral Agent for the benefit of the Lenders. The Borrower shall, in addition, provide to the Administrative Agent and the Collateral Agent with an appropriate undated stock powers respect to such new or additional subsidiary the information described in the first sentence of Section 6.15, in the form of a written schedule or a supplement to Schedule 6.15.
(c) Notwithstanding the provisions of this Section to the contrary if, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall Borrower reasonably be requested by acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent.
(b) The , the Collateral Agent or the Required Lenders deliver evidence, in form and substance mutually satisfactory to the Administrative Agent, the Collateral Agent and the Borrower, with respect to any Foreign Subsidiary of the Borrower will at all times cause which has not already had 100% of its stock pledged pursuant to a Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all Material Real Propertyclasses of Capital Stock of such Foreign Subsidiary entitled to vote, and (ii) all the entering into by such Foreign Subsidiary of a Guarantee, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for federal income tax purposes or (II) other tangible and intangible Property material adverse federal income tax consequences to the Loan Parties, then in the case of a failure to deliver the Borrower and each Subsidiary not covered by evidence described in clause (ai) above, including that portion of such Foreign Subsidiary's outstanding Capital Stock owned by any Equity Interests Loan Party and not theretofore pledged pursuant to a Pledge Agreement shall be pledged pursuant to a Pledge Agreement and in an Excluded the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver (x) a Guarantee (or another guaranty in substantially similar form if needed), guaranteeing the Obligations, (y) a Pledge Agreement, and (z) the Security Agreement (or another security agreement in substantially similar form if needed) securing such Foreign Subsidiary's obligations under the Guarantee, in each case to be subject to a Lien the extent that the entering into the Guarantee and Pledge Agreement is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed Section to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the applicable Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the total value of the Mortgaged Properties satisfies the Mortgage Coverage Requirement after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is total value of the Mortgaged Properties does not designated as an Excluded Subsidiary in accordance with Section 8.15satisfy the Mortgage Coverage Requirement, or if then the Borrower or any other Subsidiary causes any Subsidiary to guarantee shall, and shall cause the Revolving Credit FacilityRestricted Subsidiaries to, grant, within thirty (30) days of delivery of the Borrower or its Subsidiary shall promptly, but in any event within 30 days certificate required under Section 8.11(c) (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstandingdiscretion), the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect as security for the Indebtedness a first- priority Lien interest (subject to such matters)Excepted Liens) on additional Oil and Gas Properties of the Credit
(b) In the event that (i) the Borrower or any other Credit Party creates or acquires any Subsidiary (in each case other than an Excluded Subsidiary), (ii) any Domestic Subsidiary incurs or guarantees any Debt or (iii) any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Parent Group shall promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Security Agreement. In connection with any guarantysuch guarantee, the Borrower shall, or Parent Group shall (A) cause such Domestic Subsidiary to, (i) to execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Security Agreement and such other Security Instruments (in proper form for filing, registration or recordationa supplement thereto, as applicable) as are requested by the Administrative Agent, and take such actions necessary the Intercompany Subordination Agreement or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first prioritysupplement thereto, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)as applicable, (iiB) cause the owner of the Credit Party that owns Equity Interests in such Subsidiary to pledge such all of the Equity Interests of such new Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Parent Group shall cause any Subsidiary (other than the Borrower) that guarantees the obligations with respect to any Senior Notes, Permitted Junior Lien Term Loan Debt, Permitted Pari Term Loan Debt or Permitted Refinancing Debt in respect thereof to contemporaneously become a Guarantor by executing and delivering to the Administrative Agent an assumption agreement with respect to the Guaranty and Security Agreement.
(bc) The Borrower will at all times cause 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 Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all Material Real Property, lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent Group shall not, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
(d) Notwithstanding anything to the contrary in this Agreement, the Guaranty and Security Agreement, or any other Loan Document, (i) Property may be excluded from the Collateral for all other tangible and intangible Property purposes of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as Loan Documents if the Administrative Agent may agree has determined in its sole discretion (it being understood and has designated in writing) that so long as such Property is immaterial for oil and gas mineral interest owners and the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, costs of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit security interest or perfection thereof are excessive in relation to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured PartiesLenders of the security to be afforded thereby, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.the
Appears in 1 contract
Sources: Credit Agreement (Chord Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base or delivery of a Reserve Report hereunder, the Borrower shall review such Reserve Report and the list of current Mortgaged Properties (as described in Section 8.01(i)(F)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.01(i), to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (provided that Specified Liens may exist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent not less than the minimum set forth above. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) In the event that the Borrower creates or acquires any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityDomestic Subsidiary, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations pursuant become a party to the Guaranty Guarantee and Collateral Agreement. In connection with any guarantytherewith, the Borrower shall, or shall cause such Subsidiary to, (iA) execute and deliver to the Administrative Agent a supplement to each of the Guaranty Guarantee and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Intercreditor Agreement, (iiB) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) , to the Administrative Agent and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause (i) all Material Real PropertyAt any time during the continuation of an Event of Default, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired if required by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewithAgent, the Borrower shall, or and shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned grant to the Administrative Agent, for the benefit of Agent a Lien to secure the Secured PartiesObligations on all other Oil and Gas Properties, and shall, if requested by except those assets as to which the Administrative Agent shall determine in its reasonable discretion that the cost of obtaining a Lien or other security interest therein is excessive in relation to the Required Lenders, use its commercially reasonable efforts value of the security to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)be afforded thereby.
(d) The Borrower agrees that it will not, and will not permit any Guarantor Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility Second Lien Secured Obligations without contemporaneously first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent, as security for Agent to secure the Secured ObligationsObligations a first-priority, a first priority perfected Lien (subject to Specified Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(e) The Borrower will at all times cause the other material tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In Subject to this Section 5.11, with respect to any property acquired after the event that the Borrower or Fifth ARCA Effective Date by any Subsidiary acquires or forms a subsidiary Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not designated as an Excluded Subsidiary in accordance with Section 8.15so subject, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but promptly (and in any event within 30 days (or such later date as after the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (aacquisition thereof) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement and the Collateral Agent such amendments or supplements to the Guaranty and Collateral Agreement and relevant Security Documents or such other Security Instruments (in proper form for filing, registration or recordation, documents as applicable) as are requested by the Administrative Agent, and take such actions Agent or the Collateral Agent shall deem necessary or advisable to grant to the Administrative Agent Collateral Agent, for its benefit and for the benefit of the other Secured Parties Parties, a first priorityFirst Priority Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected Lien (subject only to Excepted Liens the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Borrower shall otherwise take such actions and Liens permitted under Section 9.03(h)) on all execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the tangible and intangible Property Lien of the Security Documents against such after-acquired properties.
(b) With respect to any person that is or becomes a Subsidiary after the Fifth ARCA Effective Date (other than de minimis Property excluded in a Joint Venture; provided that for the Administrative Agent’s sole discretionpurposes of Section 5.11(b)(i), (iithe RIGS Joint Venture and any Joint Venture created pursuant to an investment under Section 6.04(j) cause shall be deemed to be a Subsidiary to the owner extent of Borrower’s equity ownership interest therein and Borrower’s equity ownership interest thereof shall be pledged as provided in Section 5.1 of the Equity Interests Security Agreement), promptly (and in any event within 30 days after such Subsidiary person becomes a Subsidiary) (i) deliver to pledge such Equity Interests (includingthe Collateral Agent the certificates, without limitationif any, delivery representing all of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the registered owner thereofholder(s) of such Equity Interests, and (iii) execute all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and deliver delivered in blank by a duly authorized officer of such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, Loan Party and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such new Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the Lenders to cure such default or event applicable Security Agreement, substantially in the form annexed thereto or, in the case of default and assume a Foreign Subsidiary, execute a security agreement compatible with the obligations laws of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or reasonably advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Fifth ARCA Effective Date and (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b), if, in the case of either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a material increase in the net income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code; provided that this exception shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.11(b).
(c) Promptly grant to the Collateral Agent, within 60 days (subject to extension in the sole discretion of the Collateral Agent) of the acquisition thereof, a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Par- ty as is acquired by such Loan Party after the Fifth ARCA Effective Date and that, together with any improvements thereon, individually has a fair market value of at least $5.0 million, and (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such Loan Party which lease individually has a fair market value of at least $5.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).
(d) Promptly grant to the Collateral Agent, within 60 days (subject to extension in the sole discretion of the Collateral Agent) of the acquisition thereof, a security interest in and Mortgage on (i) each Pipeline owned in fee by such Loan Party as is acquired by such Loan Party after the Fifth ARCA Effective Date and that, together with any improvements thereon and any related unmortgaged Pipeline, has a fair market value of at least $5.0 million, and (ii) unless the Collateral Agent otherwise consents, each leased Pipeline of such Loan Party which lease together with any related unmortgaged Pipeline leases has a fair market value of at least $5.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected First Priority Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Pipeline (including a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).
(e) Promptly grant to the Collateral Agent, within 60 days (subject to extension in the sole discretion of the Collateral Agent), a security interest in and Mortgage lien on (i) any Building or Manufactured (Mobile) Home on any Mortgaged Property that individually has a fair market value of at least $5.0 million, as additional security for the Secured Obligations. Such Mortgage shall be granted pursuant to documentation reasonably satisfactory in form and sub- stance to the Administrative Agent and the Collateral Agent. The Mortgage or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgage and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such Building or Manufactured (Mobile) Home (including (i) a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent), (ii) a Life of Loan flood hazard determination with respect to the parcel of real property on which such Building or Manufactured (Mobile) Home is located (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Borrower and each Loan Party related thereto) and (iii) in the event such Building or Manufactured (Mobile) Home is located in an area identified by the Federal Emergency Management Agency (or successor agency) as a Special Flood Hazard Area with respect to where flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereinafter in effect or successor act thereto) evidence of flood insurance in form and substance reasonably acceptable to the Administrative Agent and Collateral Agent) in respect of such Mortgage.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as contemplated by Section 8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% (by NPV) of the Oil and Gas Properties evaluated in the most recently completed Reserve Report, with such 80% first being satisfied from Proved Developed Producing, next from Proved Developed Nonproducing Reserves and thereafter from Proved Undeveloped Reserves. In the event that the Mortgaged Properties do not satisfy such 80% (by NPV), then the Borrower shall, and shall cause each Subsidiary to, grant, within forty‑five (45) days of delivery of the certificate required under Section 8.12(b), to the Administrative Agent as security for the Indebtedness a first‑priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Borrowing Base Properties will satisfy such 80% (by NPV). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) In the event that the Borrower or any of its Subsidiary forms or acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15any Subsidiary, or if the Borrower or any other such Subsidiary causes any shall promptly cause such new Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower or such Subsidiary shall, or shall cause such new Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)new Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(iii)) to ascertain whether the Mortgaged Properties represent at least 75% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 75% of such total value, then the Borrower shall, and shall cause each of its Material Subsidiaries (other than an Excluded Foreign Subsidiary) to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 75% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is (a) a Restricted Subsidiary that is not an Excluded Foreign Subsidiary and (b) not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) In the event that any Restricted Subsidiary becomes a Material Subsidiary after the Closing Date, the Borrower or shall promptly cause such Restricted Subsidiary (other than any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary Foreign Subsidiary) to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Restricted Subsidiary (other than any Excluded Foreign Subsidiary) to, (iA) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Restricted Subsidiary, (iiB) cause the owner execute and deliver a Pledge — Borrower, pledging all of the Equity Interests in of such Restricted Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
. In addition, in the event that any Excluded Foreign Subsidiary that is a First Tier Foreign Subsidiary becomes a Material Subsidiary after the Closing Date, Borrower shall deliver a Pledge — Borrower, pledging 65% of such Excluded Foreign Subsidiary’s outstanding voting Equity Interests and 100% of such Excluded Foreign Subsidiary’s outstanding non-voting Equity Interests to the extent such pledge will not result in adverse tax consequences to the Borrower. Notwithstanding the foregoing, if any Subsidiary (bother than any Excluded Foreign Subsidiary) The Borrower will at all times cause (i) all Material Real Propertyguarantees any Debt, and (ii) all other tangible and intangible Property of the Borrower and each shall promptly cause such Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien guarantee the Indebtedness pursuant to the Security Instruments, except that, Guaranty Agreement. In connection with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewithguaranty, the Borrower shall, or shall cause such Subsidiary to, execute and deliver (x) a supplement to the Guaranty Agreement and (y) such Security Instruments (in proper form for filingother additional closing documents, registration or recordation, certificates and legal opinions as applicable) as are shall reasonably be requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien .
(c) The Security Instruments shall remain in effect at all times unless otherwise released pursuant to the Security Instruments, terms of this Agreement; provided, however, that with respect to any real Propertyon the Investment Grade Rating Date, if no Default or Event of Default has occurred and is continuing, then (i) Section 8.14(a) shall have no further force or effect and (ii) upon written request of the Borrower to the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded therebyAgent, the Administrative Agent may notify shall use reasonable efforts to promptly release all of the Borrower Mortgaged Properties from the Liens of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments; provided, further, that if, after such real Property shall not be required to become subject to a Lien pursuant to release of any or all of the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to Mortgaged Properties under the Security Instruments, the Administrative Agent mayBorrower ceases to have an Investment Grade Rating, upon obtaining the consent of the Required Lenders, release such Lien.
then (c1) Upon the request of the Required Lenders, Section 8.14(a) shall be automatically reinstated and (2) the Borrower will, and will cause each of its Subsidiaries shall take any additional actions requiredother applicable Subsidiary to, if any, to cause all of its right, title re-execute and interest in each Hedging Agreement to which it is a party to be collaterally assigned re-deliver to the Administrative Agent, for the benefit of the Secured Parties, Agent any and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts all Security Instruments that are required to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting be delivered pursuant to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form terms and substance reasonably satisfactory to the Administrative Agentprovisions of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (SM Energy Co)
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Subsidiary, subject to Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, 8.15 the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)discretion), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)identified in clauses (a) through (h) of the definition thereof, but subject to the provisos at the end of such definition) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all the other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case above to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)discretion) after such acquisition within which to subject such Material Real real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if and such real Property is shall either be released from or not then be required to be subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Southcross Energy Partners, L.P.)
Additional Collateral; Additional Guarantors. (a) In connection with the delivery of each Reserve Report, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(b)(iii)) to ascertain whether the Mortgaged Properties represent at least (i) 80% of the total PV10 of the Oil and Gas Properties of the Borrower and the Guarantors evaluated in such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production and (ii) 80% of the Unproven Utica Shale Acreage and (iii) substantially all of each Gathering System then in operation. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is Mortgaged Properties do not designated as an Excluded Subsidiary in accordance with Section 8.15satisfy the requirements of the foregoing clauses (i) to (iii), or if then the Borrower or any other Subsidiary causes any Subsidiary to guarantee shall, and shall cause the Revolving Credit FacilityRestricted Subsidiaries to, the Borrower or its Subsidiary shall promptlypromptly grant, but in any event within 30 sixty (60) days (or such later date as of delivery of the certificate required under Section 8.12(b), to the Administrative Agent may agree in its sole discretion (it being understood as security for the Obligations Security Instruments covering additional Oil and Gas Properties or Gathering System rights of way and easements not already subject to a Lien of the Security Instruments such that so long as the Revolving Credit Facility is outstandingafter giving effect thereto, the judgment Mortgaged Properties will comply with clauses (i), (ii) and (iii) of this Section 8.14(a), as applicable. All such Liens will be created and perfected by and in accordance with the Revolver Administrative Agent provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in respect of the matters described in this clause (a) shall be deemed form and substance reasonably satisfactory to be the judgment of the Administrative Agent with respect and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. To the extent that any portion of a Gathering System is located on an Oil and Gas Property, rather than on separate rights of way and easements, the Borrower may elect for the Security Instrument covering such Oil and Gas Property to cover such matters)), portion of a Gathering System as well.
(b) The Borrower shall promptly cause such each Domestic Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Pledge Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such Subsidiary to (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Pledge Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such Subsidiary to pledge such Equity Interests that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such SubsidiarySubsidiary to the First Lien Administrative Agent pursuant to the Intercreditor Agreement, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property Except for Liens granted on cash collateral to secure letters of credit under the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a First Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a SubsidiaryRevolving Credit Agreement, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility First Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority second priority, perfected Lien (subject only to Permitted Liens) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Guarantor to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(d) The Borrower will cause any Person guaranteeing the First Lien Debt to contemporaneously become a Guarantor hereunder in accordance with Section 8.14(b).
(e) 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 the Borrower or any Restricted Subsidiary included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and Restricted Subsidiaries’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (B) the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Rice Energy Inc.)
Additional Collateral; Additional Guarantors. 123
(a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(viv)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 85% of such total value, then the Parent Guarantor and the Borrower shall, and shall cause the Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent 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 acquires or forms places a subsidiary Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Parent Guarantor and the Borrower shall (i) cause each Restricted Subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15a party to the Guaranty Agreement to, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 no later than 15 days after the formation or acquisition (or other similar event) of such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstandingRestricted Subsidiary, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and whereby such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by Restricted Subsidiary will guarantee the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Indebtedness, (ii) pledge, or cause the owner applicable Restricted Subsidiary or Restricted Subsidiaries to pledge, all of the Equity Interests in of such new Restricted 123 Section 8.14 amended by First Amendment. Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original any stock certificates evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver deliver, and cause each Restricted Subsidiary to execute and deliver, such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all . Notwithstanding this Section 8.14 or any other tangible and intangible Property provision of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a SubsidiaryLoan Document, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in Parent Guarantor and its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property Subsidiaries shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such grant Liens of real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lienproperty other than Oil and Gas Properties.
(c) Upon Notwithstanding this Section 8.14, Section 9.20 or any other provision of any Loan Document, unless permitted under the request terms of the Required Lendersagreements governing such DrillCo, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment a DrillCo that is an entity shall not be required to execute and (ii) upon deliver a supplement to the occurrence of any default Guaranty Agreement, guarantee the Indebtedness, or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to of its assets, (ii) neither the Administrative AgentAgent nor any Other Secured Person shall have any Lien on any DrillCo, as security for any DrillCo Properties, or, in the case of a DrillCo that is an entity, any assets of or Equity Interest in such DrillCo (and the Administrative Agent and each Other Secured ObligationsPerson agrees, upon request by the Parent Guarantor, to release any such Lien not so permitted) and (iii) no Loan Party shall be obligated to deposit funds from a DrillCo, a first priority perfected Lien on the same DrillCo Property pursuant or a DrillCo Party into a deposit or securities account subject to Security Instruments in form and substance reasonably satisfactory to a deposit account control agreement or securities account control agreement naming the Administrative Agent.Agent or any Other Secured Person as the secured party thereunder.124
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the PV-10 value of the Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if Mortgaged Properties represent less than 85% of the PV-10 value of the Borrowing Base Properties of the Borrower or any other Subsidiary causes any Subsidiary and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to guarantee the Revolving Credit FacilityAdministrative Agent, then the Borrower or shall, and shall cause each of its Subsidiary shall promptlyRestricted Subsidiaries to, but in any event grant, within 30 sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment discretion) of the Revolver Administrative Agent in respect delivery of the matters described in this clause (a) shall be deemed Reserve Report Certificate, to be the judgment of the Administrative Agent or its designee as security for the Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than 85% of the PV-10 value of the Borrowing Base Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with respect the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, and accompanied by opinions of counsel as requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such mattersRestricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b)).
(b) The Borrower or Holdings, as applicable, shall promptly cause such each Material Subsidiary (other than an Excluded Subsidiary) and each direct or indirect parent entity of the Borrower that is a Subsidiary of Holdings to become a Guarantor and guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower or Holdings, as applicable, shall, or shall cause the Restricted Subsidiaries or applicable parent entity to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of any Material Subsidiary (other than an Excluded Subsidiary) or applicable parent entity to, (i) cause such Material Subsidiary or applicable parent entity to execute and deliver to the Administrative Agent a joinder and supplement to the Guaranty and Collateral Agreement and such other Security Instruments Agreement, (in proper form for filing, registration or recordation, as applicableii) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)A) on pledge all of the tangible and intangible Property of Equity Interests issued by such Material Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), an Excluded Subsidiary) or applicable parent entity and (iiB) cause the owner such Material Subsidiary or applicable parent entity to pledge all of the Equity Interests directly owned by such Material Subsidiary or applicable parent entity in such Subsidiary to pledge such Equity Interests its respective Subsidiaries (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) other than an Excluded Subsidiary, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)designee.
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base during a Borrowing Base Period, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that that, during a Borrowing Base Period, the Mortgaged Properties do not represent at least 85% of such total value as determined by the Administrative Agent, then the Borrower shall, or any Subsidiary acquires shall cause one or forms more of the other Credit Parties to, grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations, Security Instruments covering additional Oil and Gas Properties not already subject to a subsidiary Lien of the Security Instruments such that is not designated as an Excluded Subsidiary after giving effect thereto, the Mortgaged Properties will represent at least 85% of such total value. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if other Security Instruments, 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. If any Subsidiary of the Borrower or any other places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary causes any Subsidiary to guarantee is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(c).
(b) Within sixty (60) days after the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days commencement of a Borrowing Base Period (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such mattersreasonable discretion)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or and shall promptly cause such each Domestic Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with that is not an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Unrestricted Subsidiary to, execute and deliver Security Instruments granting a Lien on, and security interest in, (i) the Collateral described in the Security Instruments (or any replacement Security Instrument with respect to the Collateral described in such Security Instruments (in proper form for filing, registration or recordation, as applicablethat is entered into after the termination of an Investment Grade Period) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant in effect immediately prior to the Security Instruments, provided, however, that commencement of the most recently ended Investment Grade Period (which shall include (x) the execution and delivery of Control Agreements with respect to any real PropertyDeposit Accounts, if the Administrative Agent reasonably determines that the costsSecurities Accounts or Commodity Accounts, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agentcase, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.other than Excluded Accounts and
Appears in 1 contract
Sources: Credit Agreement (PDC Energy, Inc.)
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Subsidiary, subject to Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, 8.15 the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)discretion), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)identified in clauses (a) through (h) of the definition thereof, but subject to the provisos at the end of such definition) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all the other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case above to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)discretion) after such acquisition within which to subject such Material Real real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent mayshall, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Southcross Energy Partners, L.P.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 80% of such total value, then the Parent Guarantor and the Borrower shall, and shall cause their Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary acquires or forms places a subsidiary Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Parent Guarantor and the Borrower shall (i) cause each Subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15a party to the Guaranty Agreement to, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 no later than 15 days after the formation or acquisition (or other similar event) of such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstandingSubsidiary, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of whereby such Subsidiary (other than de minimis Property excluded in will guarantee the Administrative Agent’s sole discretion)Indebtedness, (ii) pledge, or cause the owner applicable Subsidiary or Subsidiaries to pledge, all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original any stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (iii) execute and deliver deliver, and cause its Subsidiaries to execute and deliver, such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrowers shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms Mortgaged Properties do not represent at least 80% of such total value, then the Borrowers shall, and shall cause their Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a subsidiary first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that is not designated as an Excluded Subsidiary after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of mortgages, deeds of trust, security agreements and financing statements or if other Security Instruments, all in form and substance satisfactory to the Borrower Administrative Agent and in sufficient executed (and acknowledged where necessary or any other Subsidiary causes any appropriate) counterparts for recording purposes.
(b) The Borrowers shall promptly cause each Domestic Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower Borrowers shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Domestic Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates or other certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Ellora Energy Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base during a Borrowing Base Period, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that that, during a Borrowing Base Period, the Mortgaged Properties do not represent at least 85% of such total value as determined by the Administrative Agent, then the Borrower shall, or shall cause one or more of the other Credit Parties to, grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Obligations, Security Instruments covering additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. If any Subsidiary acquires of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(c).
(b) Within sixty (60) days after the commencement of a Borrowing Base Period (or forms a subsidiary such later date as the Administrative Agent may agree in its reasonable discretion), the Borrower shall, and shall promptly cause each Domestic Subsidiary that is not designated an Unrestricted Subsidiary to, execute and deliver Security Instruments granting a Lien on, and security interest in, (i) the Collateral described in the Security Instruments (or any replacement Security Instrument with respect to the Collateral described in such Security Instruments that is entered into after the termination of an Investment Grade Period) as in effect immediately prior to the commencement of the most recently ended Investment Grade Period (which shall include (x) the execution and delivery of Control Agreements with respect to any Deposit Accounts, Securities Accounts or Commodity Accounts, in each case, other than Excluded Accounts and (y) a pledge all of the Equity Interests of each Domestic Subsidiary of the Borrower that is not an Excluded Unrestricted Subsidiary (including, without limitation, delivery of original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each such certificate duly executed in blank by the registered owner thereof), as applicable), subject to customary excluded collateral provisions substantially equivalent to those set forth in the Security Agreement as of the Effective Date and (ii) its Oil and Gas Properties such that the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance substantially consistent with the Security Instruments in effect as of the Effective Date or otherwise reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In connection with any grant of Liens and security interests pursuant to this Section 8.158.14(b), or if the Borrower and Subsidiaries shall provide such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(c).
(c) The Borrower shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to Guarantee the Obligations pursuant to the Guarantee Agreement; provided that for so long as ▇▇▇▇▇ does not own any Oil and Gas Properties or any other Subsidiary causes material Property, ▇▇▇▇▇ shall not be required to Guarantee the Obligations pursuant to the Guarantee Agreement (it being understood that upon the acquisition by ▇▇▇▇▇ of any Subsidiary Oil and Gas Property or any other material Property, the Borrower shall cause ▇▇▇▇▇ to guarantee the Revolving Credit FacilityObligations pursuant to the Guarantee Agreement and otherwise comply with the provisions of this Section 8.14(c)). In connection with any such Guarantee, the Borrower shall, or its shall cause such Subsidiary shall to, promptly, but in any event within 30 no later than thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion reasonable discretion) after the formation or acquisition (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment or other similar event) of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, execute and deliver (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Guarantee Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause at any time during a Borrowing Base Period, a supplement executed by such Subsidiary to the owner Security Agreement executed by the Credit Parties on the Effective Date, (iii) at any time during a Borrowing Base Period, a pledge all of the Equity Interests in of such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (PDC Energy, Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 90% of the total value of the proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if Mortgaged Properties represent less than 90% of the total value of the proved Oil and Gas Properties of the Borrower or any other Subsidiary causes any Subsidiary and the Restricted Subsidiaries evaluated in the most recently completed Reserve Report delivered to guarantee the Revolving Credit FacilityAdministrative Agent and the Collateral Agent, then the Borrower or shall, and shall cause each of its Subsidiary shall promptlyRestricted Subsidiaries to, but in any event grant, within 30 sixty (60) days (or such later date as the Administrative Agent may agree to in its sole discretion discretion) of the delivery of the Reserve Report Certificate, to the Collateral Agent or its designee as security for the Secured Obligations a first-priority Lien interest (it being understood subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Borrower and the Restricted Subsidiaries not already subject to a Lien of the Security Instruments such that so long as the Revolving Credit Facility is outstandingafter giving effect thereto, the judgment value of the Revolver Administrative Agent in respect Mortgaged Properties is equal to or greater than 90% of the matters described in this clause (a) shall be deemed to be the judgment total value of the Administrative proved Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of the Guaranty and Collateral Agreement, deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Collateral Agent or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with respect the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall promptly cause each Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to such matters)), cause such Subsidiary to become a Guarantor and guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause the Restricted Subsidiaries to, promptly, but in any event no later than 15 days (or such later date as the Administrative Agent may agree to in its sole discretion) after the formation or acquisition (or other similar event, including an Immaterial Subsidiary becoming a Material Subsidiary or upon the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of any Material Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) to, (i) cause such Material Subsidiary to execute and deliver to the Administrative Agent a joinder and supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Agreement, (ii) cause the owner (A) pledge all of the Equity Interests in issued by such Material Subsidiary and (B) cause such Material Subsidiary to pledge such all of the Equity Interests directly owned by such Material Subsidiary in its respective Subsidiaries (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such SubsidiaryInterests, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof); provided, that such pledge shall be limited to (x) 65% of the voting Equity Interests in any Excluded Subsidiary described in clauses (a) or (b) of the definition thereof and (y) 0% of the Equity Interests in any Excluded Subsidiary described in clauses (c) or (d) of the definition thereof, and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Collateral Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)designee.
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the applicable Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is Mortgaged Properties do not designated as an Excluded Subsidiary in accordance with Section 8.15represent at least 85% of such total value, or if then the Borrower or any other Subsidiary causes any Subsidiary to guarantee shall, and shall cause the Revolving Credit FacilityRestricted Subsidiaries to, grant, within thirty (30) days of delivery of the Borrower or its Subsidiary shall promptly, but in any event within 30 days certificate required under Section 8.11(c) (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstandingdiscretion), the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject to Excepted Liens) on additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of such total value. All such Liens will be created and perfected by and in accordance with respect the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent 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 mattersRestricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) In the event that (i) the Borrower or any other Credit Party creates or acquires any Subsidiary (in each case other than an Excluded Subsidiary), (ii) any Domestic Subsidiary incurs or guarantees any Debt or (iii) any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Parent Group shall promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Security Agreement. In connection with any guarantysuch guarantee, the Borrower shall, or Parent Group shall (A) cause such Domestic Subsidiary to, (i) to execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Security Agreement and such other Security Instruments (in proper form for filing, registration or recordationa supplement thereto, as applicable) as are requested by the Administrative Agent, and take such actions necessary the Intercompany Subordination Agreement or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first prioritysupplement thereto, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)as applicable, (iiB) cause the owner of the Credit Party that owns Equity Interests in such Subsidiary to pledge such all of the Equity Interests of such new Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause 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 Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all Material Real Property, lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent Group shall not, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
(d) Notwithstanding anything to the contrary in this Agreement, the Guaranty and Security Agreement, or any other Loan Document, (i) Property may be excluded from the Collateral for all other tangible and intangible Property purposes of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as Loan Documents if the Administrative Agent may agree has determined in its sole discretion (it being understood and has designated in writing) that so long as such Property is immaterial for oil and gas mineral interest owners and the Revolving Credit Facility is outstanding, costs of obtaining such a security interest or perfection thereof are excessive in relation to the judgment benefit of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties Lenders of the security to be afforded thereby, (ii) the Administrative Agent may notify grant extensions of time or waivers of the Borrower requirements for the obtaining of title opinions or other title information, legal opinions, appraisals, flood insurance and surveys with respect to the particular assets where it reasonably determines, in consultation with the Borrower, that obtaining such determination anditems is not permitted by law or cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Loan Documents, (xiii) if such real Property is not then Liens required to be granted from time to time pursuant to this Agreement and the Guaranty and Security Agreement shall be subject to a Lien pursuant to exceptions and limitations set forth in the Guaranty and Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, Agreement and (yiv) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, and the Borrower may execute and/or consent to easements, covenants, rights of way or similar instruments (and each Administrative Agent may agree to subordinate the lien of its Subsidiaries shall take any additional actions requiredmortgage to any such easement, if anycovenant, right of way or similar instrument or record or may agree to cause all of its right, title recognize any lessee pursuant to an agreement in a form and interest in each Hedging Agreement to which it is a party to be collaterally assigned substance reasonably acceptable to the Administrative Agent), for the benefit of the Secured Parties, as are reasonable or necessary and shall, if requested otherwise permitted by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract this Agreement and the Lenders take the actions required under the foregoing clause (A)other Loan Documents.
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Chord Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant (from its available unencumbered Property), within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) In the event that the Borrower or determines that any Subsidiary acquires or forms is a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityMaterial Domestic Subsidiary, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (iA) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (iiB) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Rex Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 75% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 75% of such total value, then the Borrower shall, and shall cause its Material Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 75% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Material Subsidiary places a Lien on its Oil and Gas Properties and such Material Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) In the event that the Borrower or any Subsidiary acquires or forms becomes a subsidiary that is not designated as an Excluded Material Subsidiary in accordance with Section 8.15, or if after the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityClosing Date, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (iA) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (iiB) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In the event that connection with each delivery of a Reserve Report hereunder, the Borrower shall review such Reserve Report and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties constituting Proved Reserves subject to a valid, perfected and first-priority Mortgage is less than the Required Mortgage Value, then the Parent and the Borrower shall, and shall cause the Restricted Subsidiaries to, grant within 30 days of the delivery of the most recent Reserve Report to the Administrative Agent as security for the Indebtedness a valid, perfected and first-priority Lien on additional Oil and Gas Properties constituting Proved Reserves to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a valid, perfected and first-priority Mortgage to equal or any exceed the Required Mortgage Value (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (l) of the definition thereof may exist on such Mortgage Properties, but subject to the provisos at the end of such definition). All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent. Any Restricted Subsidiary acquires or forms that creates a subsidiary that is not designated as an Excluded Subsidiary Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.15, or if 8.14(b).
(b) The Parent and the Borrower shall promptly cause each Material Subsidiary formed or any other acquired after the Effective Date (and each Restricted Subsidiary causes any Subsidiary that subjects an Oil and Gas Property to a Mortgage pursuant to Section 8.14(a)) to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Parent and the Borrower shall, or shall (i) cause such Subsidiary to, to (iA) execute and deliver a Joinder Agreement pursuant to the Administrative Agent which such Subsidiary becomes a supplement party to the Guaranty and Collateral Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such other Subsidiary becomes a party to the Security Instruments Agreement and grants a valid, perfected and first- priority security interest (provided that Excepted Liens of the type described in proper form for filing, registration or recordation, as applicableclause (1) as are requested of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Administrative AgentSecurity Agreement and each other applicable Security Instrument (including the filing of financing statements), and take such actions necessary or advisable to grant to (ii) execute and deliver (or, if the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property direct parent of such Subsidiary is not the Parent or the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a valid, perfected and first-priority security interest (other than de minimis Property excluded provided that Excepted Liens of the type described in clause (1) of the Administrative Agent’s sole discretion), (iidefinition thereof may exist) cause the owner in all of the Equity Interests in such Subsidiary to pledge such Equity Interests (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by to the Administrative AgentAgent or the Revolving Loan Agent as bailee for the Administrative Agent pursuant to the Intercreditor Agreement (provided that, in the event that the direct parent of such Subsidiary is not a Guarantor, the requirements in this Section 8.14(b) shall also apply to (and with respect to the Equity Interests in) such Subsidiary’s parent).
(bc) The Borrower will at all times cause [Reserved]
(id) all Material Real Property, In the event that any Loan Party acquires any material Property (other than any Oil and (ii) all other tangible Gas Property and intangible any Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to which a Lien pursuant to security interest is automatically created under the Security Instruments, except that, with respect to any Material Real Property acquired by Agreement or other pre-existing Security Instrument) after the Borrower or a SubsidiaryEffective Date, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, Parent and the Borrower shall, or shall cause such Subsidiary other Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver such any Security Instruments reasonably required by the Administrative Agent in order to create a valid, perfected and first-priority security interest and Lien therein to the extent required by the applicable Security Instruments (provided that Excepted Liens of the type described in proper form for filingclause (l) of the definition thereof may exist).
(e) [Reserved]
(f) [Reserved]
(g) In furtherance of the foregoing in this Section 8.14, registration each Loan Party (including any newly created or recordationacquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) shall execute and deliver (or otherwise provide, as applicable) as are requested by to the Administrative Agent, and take Agent such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the other additional Security Instruments, provideddocuments, howevercertificates, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its rightlegal opinions, title and interest insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each Hedging Agreement to which it is a party to case as may be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if reasonably requested by the Administrative Agent or and as reasonably satisfactory to the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)Administrative Agent.
(dh) The Each of the Parent and the Borrower agrees that it will not, and will not permit any other Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Permitted Revolving Credit Facility Debt without contemporaneously granting to the Administrative Agent, as security for the Secured ObligationsIndebtedness, a first priority an equal priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
(i) The Parent and the Borrower will cause any Subsidiary required to guarantee (or that otherwise becomes a guarantor under) the Permitted Revolving Debt that is not required to guarantee the Indebtedness pursuant to this Agreement or any other Loan Document (and that does not otherwise guarantee the Indebtedness) to become a Guarantor hereunder and to guarantee the Indebtedness by executing and delivering a Joinder Agreement contemporaneously with such Subsidiary becoming a guarantor with respect to the Permitted Revolving Debt.
(j) Notwithstanding anything to the contrary herein or in any other Loan Documents, the SPV Subsidiaries shall not be required to guarantee the Indebtedness pursuant to this Agreement or any other Loan Document and shall not be required to become Guarantors hereunder.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent at least (i) 80% of the total PV10 of the proved Oil and Gas Properties of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production, (ii) 80% of the Unproven Utica Shale Acreage, and (iii) substantially all of each Gathering System then in operation. In the event that the Mortgaged Properties do not satisfy the requirements of the foregoing clauses (i) to (iii), then the Borrower shall, and shall cause the Restricted Subsidiaries to, promptly grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Oil and Gas Properties or any Subsidiary acquires or forms Gathering System rights of way and easements not already subject to a subsidiary Lien of the Security Instruments such that is not designated after giving effect thereto, the Mortgaged Properties will comply with clauses (i), (ii) and (iii) of this Section 8.14(a), as an Excluded Subsidiary applicable. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if other Security Instruments, 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. To the extent that any portion of a Gathering System is located on an Oil and Gas Property, rather than on separate rights of way and easements, the Borrower or any other Subsidiary causes any may elect for the Security Instrument covering such Oil and Gas Property to cover such portion of a Gathering System as well.
(b) The Borrower shall promptly cause each Domestic Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Pledge Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and Pledge Agreement, executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such Subsidiary to pledge such Equity Interests that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility Permitted Second Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority priority, perfected Lien (subject only to Permitted Liens other than Liens securing Permitted Second Lien Debt) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, and shall cause each Guarantor to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(d) The Borrower will cause any Person guaranteeing Permitted Second Lien Debt to contemporaneously become a Guarantor hereunder in accordance with Section 8.14(b).
(e) 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 the Borrower or any Restricted Subsidiary included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and Restricted Subsidiaries’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (B) the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve 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 80% of such total value, then the Parent Guarantor shall grant, within 30 days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) In the event that the Borrower or any Subsidiary acquires incurs or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or guarantees any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityDebt, the Borrower or its Subsidiary Parent Guarantor shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), promptly cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will Parent Guarantor will, at all times times, cause (i) all Material Real Property, and (ii) all the other material tangible and intangible Property assets of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to of the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will notshall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and will not permit (ii) entering into any Guarantor toagreements, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to instruments, or documentation that the Administrative Agent, as security for in its sole discretion, deems reasonably necessary to include such subsidiary under the Secured Obligations, a first priority perfected Lien on terms of this Agreement and the same Property pursuant other Loan Documents prior to Security Instruments in form and substance reasonably satisfactory to the Administrative Agentsuch creation or acquisition.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as contemplated by Section 8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% (by NPV) of the Oil and Gas Properties evaluated in the most recently completed Reserve Report, with such 80% first being satisfied from Proved Developed Producing, next from Proved Developed Nonproducing Reserves and thereafter from Proved Undeveloped Reserves. In the event that the Mortgaged Properties do not satisfy such 80% (by NPV), then the Borrower shall, and shall cause each Subsidiary to, grant, within forty-five (45) days of delivery of the certificate required under Section 8.12(b), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Borrowing Base Properties will satisfy such 80% (by NPV). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) In the event that the Borrower or any of its Subsidiary forms or acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15any Subsidiary, or if the Borrower or any other such Subsidiary causes any shall promptly cause such new Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations Indebtedness pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower or such Subsidiary shall, or shall cause such new Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)new Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated appropriateundated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In Upon request by the event that Agent or the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit FacilityRequisite Lenders, the Borrower or its Subsidiary and each Loan Party shall promptly, but in any event within 30 days (or such later date promptly as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) practicable execute and deliver to the Administrative Agent a supplement to the Guaranty all such documents, agreements and Collateral Agreement and such other instruments (including without limitation further Security Instruments (in proper form for filingInstruments, registration or recordationmortgages, as applicable) as are requested by the Administrative Agentdeeds of trust, financing statements, continuation statements, and take such actions assignments of accounts and contract rights) necessary or advisable desirable to grant to evidence the Administrative perfection of the security interest in favor of the Agent for the benefit of the Secured Parties a first priorityin the requested property with the priority required by the Orders.
(b) The Loan Parties shall promptly (and, perfected Lien in any event, within five (subject only to Excepted Liens and Liens permitted under Section 9.03(h)5) on all Business Days of the tangible and intangible Property of creation or acquisition thereof) cause each newly created or acquired Subsidiary to guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Loan Parties shall, or shall cause (i) such Subsidiary to execute and deliver the Guaranty Agreement (other than de minimis Property excluded in the Administrative Agent’s sole discretion)or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and (ii) cause the owner owners of the Equity Interests in of such Subsidiary to pledge such all of the Equity Interests of such new Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Requisite Lenders, release such Lien.
(c) Upon In the request event that any Loan Party becomes the owner of a Subsidiary, then the Required LendersLoan Party shall (within five (5) Business Days thereof) (i) pledge 100% of all the Equity Interests of such Subsidiary, the Borrower and in each case, that are owned by such Loan Party (including, in each case, delivery of its Subsidiaries shall take any additional actions requiredoriginal stock certificates, if any, to cause all of its rightevidencing such Equity Interests, title and interest together with appropriate stock powers for each certificate duly executed in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested blank by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (iregistered owner thereof) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under (along with such agreement or contract, (ASubsidiary) to permit the Lenders to cure execute and deliver such default or event of default other additional closing documents and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract certificates as shall reasonably be requested by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A)Requisite Lenders.
(d) The Borrower agrees hereby guarantees the payment of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Loan Document, as it will notrelates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and will not permit for any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ greater amount). The obligations of the Borrower under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or terminated and the principal of and interest on any Property to secure each Loan and all fees payable hereunder and all other amounts payable under the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments Loan Documents have been paid in form and substance reasonably satisfactory to the Administrative Agentfull.
Appears in 1 contract
Sources: Junior Convertible Secured Debtor in Possession Credit Agreement (Rosehill Resources Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent (i) at least 85% of the total PV10 of the Borrowing Base Properties of the Borrower and the Guarantors evaluated by such Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production, and (ii) at least 50%, measured by net acres owned, of the Unproven Acreage acquired by the Borrower or any Guarantor on or after April 1, 2014 and owned by the Borrower and the Guarantors at such time. In the event that the Mortgaged Properties do not satisfy the foregoing requirements, then the Borrower or any Subsidiary acquires or forms shall, and shall cause the Restricted Subsidiaries to, promptly grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Borrowing Base Properties and/or Unproven Acreage not already subject to a subsidiary Lien of the Security Instruments such that is not designated as an Excluded Subsidiary after giving effect thereto, the Mortgaged Properties will comply with such requirements. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if other Security Instruments, 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.
(b) The Borrower or any other Subsidiary causes any shall promptly cause each Domestic Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and Agreement, executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such Subsidiary to pledge such Equity Interests that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bc) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property Notwithstanding any provision in any of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded SubsidiaryLoan Documents to the contrary, in each case to be subject to a Lien pursuant to no event is any Building (as defined in the Security Instruments, except that, with respect to any Material Real Property acquired applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or a Subsidiary, any other Credit Party included in the Borrower Mortgaged Property and no Building or such Subsidiary, as the case may be, shall have a period of 60 days Manufactured (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (aMobile) Home shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the encumbered by any Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, Instrument; provided, however, that with respect to (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining such Building or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, Manufactured (xMobile) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property Home shall not be required to become subject to a Lien pursuant to excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract Parent and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will shall not, and will shall not permit any Guarantor Restricted Subsidiaries to, ▇▇▇▇▇ ▇ ▇▇▇▇ permit to exist any Lien on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative AgentBuilding or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Additional Collateral; Additional Guarantors. (a) In the event that the Borrower or any Subsidiary acquires or forms a subsidiary that is not designated as an Excluded Subsidiary in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.de
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Term Loan Credit Agreement
Additional Collateral; Additional Guarantors. (a) To the extent required pursuant to the terms of the ABL Credit Agreement, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least 90% (or such other higher or lower percentage required by the ABL Credit Agreement) of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 90% (or such other higher or lower percentage required by the ABL Credit Agreement) of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.10, to the Administrative Agent as security for the Secured Obligations a second-priority Lien interest (provided that Permitted Liens of the type described in clauses (a) to (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% (or any Subsidiary acquires such other higher or forms a subsidiary that is not designated as an Excluded Subsidiary lower percentage required by the ABL Credit Agreement) of such total value. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if the Borrower or any other Subsidiary causes any Subsidiary Security Instruments, all in form and substance reasonably satisfactory to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as any form satisfactory to the Revolving Credit ABL Facility Administrative Agent shall be satisfactory) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is outstandingnot a Guarantor, then it shall become a Guarantor and comply with Section 8.11(b).
(b) The Borrower shall promptly cause each Domestic Subsidiary (excluding the judgment Gathering Subsidiaries) that is a guarantor of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary ABL Facility to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, to (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and executed by such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such new Subsidiary to pledge such Equity Interests (including, without limitation, delivery to the Administrative Agent or in accordance with the Intercreditor Agreement of any original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) deliver such other additional closing documents, certificates and legal opinions that were delivered to the ABL Administrative Agent.
(c) In the event that the Borrower or any Domestic Subsidiary, which is a Restricted Subsidiary, becomes the owner of a Foreign Subsidiary which has total assets having a fair market value (as determined in good faith by the Borrower and certified to by a Responsible Officer) in excess of three percent (3%) of the PV of the Oil and Gas Properties of the Borrower, then the Borrower shall promptly, or shall cause such Domestic Subsidiary, if required to so under the ABL Credit Agreement, to promptly but, in each case, not before it is required to do so under the ABL Facility 0(iii) pledge 65% of all the Equity Interests and all of the non-voting Equity Interests of such Foreign Subsidiary (including, without limitation, delivery to the Administrative Agent or in accordance with the Intercreditor Agreement of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and 0(iv) deliver such other additional closing documents, certificates and legal opinions that were delivered to the ABL Administrative Agent.
(d) If any Event of Default shall occur and be continuing, then the Borrower shall, and shall cause each of its Restricted Subsidiaries to, within ten (10) Business Days after notice by Administrative Agent, but not before any similar act is undertaken under the ABL Facility, grant to the Administrative Agent as security for the Secured Obligations a second-priority Lien interest (provided Permitted Liens of the type described in clauses (a) to (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on all of their Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent (it being understood that any form satisfactory to the ABL Facility Administrative Agent shall be satisfactory) and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(e) The Borrower agrees that it will not, and will not permit any Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the obligations under the ABL Credit Agreement without first (i) giving fifteen (15) days’ prior written notice to the Administrative Agent thereof and (ii) granting to the Administrative Agent to secure the Indebtedness a perfected Lien (subject only to Permitted Liens) on this same Property pursuant to Security Instruments in form and substance satisfactory to the Administrative Agent. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(bf) The Borrower will at all times cause (i) all Material Real PropertyNotwithstanding anything in this Agreement or any Loan Document to the contrary, and (ii) all other tangible and intangible Property any or mortgage or deed of trust entered into on or after the Effective Date shall be governed by the law of the Borrower State where the Oil and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case Gas Properties that are the subject of such mortgages or deed of trust are located unless consented to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such LienBorrower.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base and Conforming Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least 75% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve 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 75% of such total value, then the Borrower or any Subsidiary acquires or forms shall, and shall cause its Restricted Subsidiaries to, grant, within 30 days of such review, to the Administrative Agent as security for the Indebtedness a subsidiary first-priority Lien interest (provided that is Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties evaluated in the most recently completed Reserve Report containing proved oil and gas reserves not designated as an already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 75% of such total value; provided, however, that the Borrower shall not be obligated to cause the Excluded Subsidiary Subsidiaries to grant such a Lien prior to 90 days after the Effective Date. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if other Security Instruments, 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.
(b) If the Borrower or any other Domestic Subsidiary causes any that is a Restricted Subsidiary to guarantee becomes the Revolving Credit Facilityowner of a Restricted Subsidiary, then the Borrower shall, or its shall cause such Domestic Subsidiary shall to, promptly, but in any event within no later than 30 days after the date of becoming an owner thereof (or such later date longer period as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such mattersdiscretion)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant to the Administrative Agent for the benefit pledge 100% of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner of the Equity Interests in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Restricted Subsidiary if it is a Domestic Subsidiary and (ii) pledge 65% of the Equity Interests of such Restricted Subsidiary if it is a Foreign Subsidiary, (iii) deliver original stock certificates, if any, evidencing such Equity Interests so pledged, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiiv) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent; provided, however, that the Borrower shall not be obligated to cause the Excluded Subsidiaries to pledge the stock of any of their Subsidiaries until the occurrence of the Triggering Event.
(bc) The Borrower will at all times shall cause the following Persons to guarantee the Indebtedness pursuant to the Guaranty Agreement:
(i) all each Material Real Property, and Domestic Restricted Subsidiary;
(ii) all other tangible and intangible Property any Person required to guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.05(b);
(iii) any Person that guarantees any Senior Notes or any Permitted Additional Debt; and
(iv) one or more additional Domestic Subsidiaries that are Restricted Subsidiaries to the extent necessary to cause the total assets of the Domestic Subsidiaries that are Restricted Subsidiaries but are not Guarantors to be less than 20% of the combined assets of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case its Restricted Subsidiaries and the combined EBITDAX of such Domestic Subsidiaries to be subject less than 20% of the combined EBITDAX of the Borrower and its Restricted Subsidiaries; provided, however, that until the occurrence of a Triggering Event, no Excluded Subsidiary shall be required to a Lien guarantee the Indebtedness pursuant to the Security Instruments, except that, Guaranty Agreement.
(d) In connection with respect to any Material Real Property acquired guaranty required by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such mattersSection 8.13(c)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary toor other Person to promptly, but in any event no later than 30 days (or such longer period as the Administrative Agent may agree in its discretion) after the event requiring such guaranty, execute and deliver (i) a supplement to the Guaranty Agreement and (ii) such Security Instruments (in proper form for filingother additional closing documents, registration or recordation, certificates and legal opinions as applicable) as are shall reasonably be requested by the Administrative Agent, and take such actions necessary or advisable . If at any time any Person is not otherwise required to subject such Material Real Property to a Lien guarantee the Indebtedness hereunder (whether pursuant to the Security Instrumentsother provisions of this Section 8.13 or otherwise) or under any other Loan Document, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested receipt by the Administrative Agent or of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Required LendersSenior Notes or, use if applicable, any Permitted Additional Debt, as the case may be, such Person shall be released from its commercially reasonable efforts guarantee obligations with respect to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract Indebtedness and the Lenders take Administrative Agent shall, at the actions required under sole cost and expense of the foregoing clause (A)Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.
(de) The If the Borrower agrees that it will notobtains an Investment Grade Rating, then the provisions of Section 8.13(a) and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent(b) shall no longer apply.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)) to ascertain whether the Mortgaged Properties represent (i) if such Reserve Report evaluates twenty or fewer proved developed producing ▇▇▇▇▇ or units, 100% of the discounted present value, as determined by the Administrative Agent, of the proved Oil and Gas Properties evaluated by such Reserve Report, and (ii) if such Reserve Report evaluates more than twenty proved developed producing ▇▇▇▇▇ or units, at least 80% of the discounted present value, as determined by the Administrative Agent, of the proved Oil and Gas Properties evaluated by such Reserve 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 specified percentage of such discounted present value, then the Borrower or any Subsidiary acquires or forms shall, and shall cause its Domestic Subsidiaries to, grant, within thirty (30) days after delivery of the certificate required under Section 8.12(c), to the Administrative Agent, as security for the Obligations, Security Instruments covering additional Oil and Gas Properties not already subject to a subsidiary Lien of the Security Instruments such that is not designated as an Excluded Subsidiary after giving effect thereto, the Mortgaged Properties will represent such specified percentage of such discounted present value. All such Liens will be created and perfected by and in accordance with Section 8.15the provisions of deeds of trust, security agreements and financing statements or if other Security Instruments, 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.
(b) The Borrower or any other Subsidiary causes any shall promptly cause each Domestic Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (or other similar event) of such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to grant a supplement to the Administrative Agent for the benefit of the Secured Parties a first prioritySecurity Agreement, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of each executed by such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion)Subsidiary, (ii) cause the owner pledge all of the Equity Interests in of such Subsidiary to pledge such Equity Interests that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take If at any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if time requested by the Administrative Agent in the exercise of its reasonable discretion, the Borrower shall discharge any lien arising out of the claim by Sunpro, Inc. listed on Schedule 7.05 by complying with 49 P.S. §15.10 (discharge of lien on payment into court or entry of security) by doing one of the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to following at the Borrower’s option:
(i) expressly permit such assignment and posting a cash deposit equal to the amount of the claim in accordance with 49 P.S. §15.10(a); or
(ii) upon providing approved security in lieu of cash in double the occurrence amount of any default the required cash deposit, or event such lesser amount as the court shall approve which shall not be less than the full amount of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (Acash deposit in accordance with 49 P.S. §15.10(d).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Additional Collateral; Additional Guarantors. (a) In the -------------------------------------------- event that the Borrower or any Subsidiary acquires any personal property or forms interest in personal property other than property made subject to a subsidiary Lien permitted under Section 6.3(g), that is not designated as an Excluded Subsidiary subject to a perfected Lien in accordance with Section 8.15, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment favor of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guarantySecurity Documents, the Borrower shall, or and shall cause such Subsidiary to, take such action (i) execute including, without limitation, the preparation and deliver filing of mortgages or deeds of trust in form and substance satisfactory to the Administrative Agent) as the Agent shall request in order to create and/or perfect a supplement Lien in favor of the Agent on such property.
(b) In the event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Guaranty Subsidiaries Guarantee and Collateral Agreement the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such other Security Instruments (Subsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, each in proper form for filing, registration or recordation, as applicable) as are requested by and substance satisfactory to the Administrative Agent, and shall take such actions other action as shall be necessary or advisable (including, without limitation, the execution of financing statements on form UCC-1) in order to grant to perfect the Administrative Liens granted by such Subsidiary in favor of the Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only Lenders and to Excepted Liens effect and Liens permitted under Section 9.03(h)) on perfect the pledge of all of the tangible and intangible Property Capital Stock of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (ii) cause the owner favor of the Equity Interests in such Agent for the benefit of the Lenders. Such Subsidiary to pledge such Equity Interests (shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, delivery Section 5.10(a) of original stock certificates evidencing this Agreement. The Agent shall be entitled to receive legal opinions of one or more counsel to the Equity Interests Borrower and such Subsidiary addressing such matters as the Agent or its counsel may reasonably request, including, without limitation, the enforceability of the guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Capital Stock of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by and the registered owner thereof) creation, validity and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property perfection of the Liens so granted by such Subsidiary and the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant and/or other Subsidiaries to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its commercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Convertible Loan Agreement (Healthcor Holdings Inc)
Additional Collateral; Additional Guarantors. (a) In Subject to the event that terms of the Borrower or Intercreditor Agreement and this Section 5.11, with respect to (1) any Subsidiary acquires or forms a subsidiary property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not designated so subject, including in connection 972172.01-CHISR01A - MSW with any step of the Permitted Reorganization, and (2) any property that was Excluded Property but, as an of the end of the most recently ended fiscal quarter or in connection with any step of the Permitted Reorganization, has ceased to be Excluded Subsidiary in accordance with Section 8.15Property, or if the Borrower or any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, the Borrower or its Subsidiary shall promptly, but promptly (and in any event (x) within 30 thirty (30) days (after the acquisition thereof or after the date such later date as property ceases to be Excluded Property; provided that the Administrative Agent may agree to an extension thereof or (y) immediately in its sole discretion (it being understood that so long as connection with the Revolving Credit Facility is outstanding, the judgment applicable step(s) of the Revolver Administrative Agent in respect of the matters described in this clause (aPermitted Reorganization) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)), cause such Subsidiary to guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver to the Administrative Agent a supplement and the Collateral Agent such amendments or supplements to the Guaranty and Collateral Agreement and relevant Security Documents or such other Security Instruments (in proper form for filing, registration or recordation, documents as applicable) as are requested by the Administrative Agent, and take such actions Agent or the Collateral Agent shall deem necessary or advisable to grant to the Administrative Agent Collateral Agent, for its benefit and for the benefit of the other Secured Parties Parties, a first priorityFirst Priority Lien on such property subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected Lien to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements (subject only or other applicable filings) in such jurisdictions as may be reasonably requested by the Administrative Agent; provided that, the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so are excessive in relation to Excepted Liens the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion. The Designated Company shall otherwise take such actions and Liens permitted under Section 9.03(h)) on all execute and/or deliver to the Administrative Agent and the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the tangible and intangible Property Lien of the Security Documents against such after-acquired properties.
(b) With respect to any person that becomes a Restricted Subsidiary after the Closing Date (other than de minimis Property excluded (x) an Excluded Collateral Subsidiary and (y) a Securitization Entity) or any Restricted Subsidiary that was an Excluded Collateral Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Collateral Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d) or the definition of Permitted Reorganization, promptly (and in any event within (x) thirty (30) days after such person becomes a Restricted Subsidiary or ceases to be an Excluded Collateral Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d); provided that the Administrative Agent’s sole discretion), Agent may agree to an extension of such time period or (iiy) cause immediately in connection with the owner applicable step(s) of the Equity Interests in such Subsidiary Permitted Reorganization) (i) pledge and deliver to pledge such Equity Interests (includingthe Collateral Agent the certificates, without limitationif any, delivery representing all of original stock certificates evidencing the Equity Interests of such SubsidiaryRestricted Subsidiary owned by a Loan Party, together with an appropriate undated stock powers for each certificate duly or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the registered owner thereofholder(s) of such Equity Interests, and (iii) execute all intercompany notes owing from such Restricted Subsidiary to any Loan Party together with instruments of transfer executed and deliver delivered in blank by a duly authorized officer of such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, Loan Party and (ii) all other tangible and intangible Property subject to the Anti-Dilution Requirement following the consummation of the Borrower Permitted Reorganization, cause any such Restricted Subsidiary that is a Wholly Owned Subsidiary (other than, subject to the Anti-Dilution Requirement following the consummation of the Permitted Reorganization, (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and each Subsidiary not covered (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by clause the Administrative Agent in its reasonable discretion (aafter consultation with its counsel) aboveor (2) costs that are excessive in relation to the benefits afforded thereby, including any Equity Interests as determined by the Administrative Agent in an Excluded Subsidiaryits reasonable 972172.01-CHISR01A - MSW discretion), in each case to the extent not prohibited by applicable Requirements of Law, (A) to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and joinder agreements to the applicable Security Documents (in each case, substantially in the form annexed thereto or in such other form as may be reasonably satisfactory to the Administrative Agent) or, in the case of a Foreign Subsidiary, subject to a Lien pursuant the Anti-Dilution Requirement, execute such other Security Documents (or joinder agreements) to the Security Instruments, except that, extent possible under and compatible with respect the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and (B) to take such all actions necessary or advisable to subject such Material Real Property to a Lien pursuant to in the Security Instruments, provided, however, that with respect to any real Property, if opinion of the Administrative Agent reasonably determines that or the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying Collateral Agent to cause the Liens created by the applicable Security Documents to be duly perfected to the extent required by such agreement in accordance with all Governmental applicable Requirements with respect to of Law, including the filing of financing statements (or other applicable filings) in such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent jurisdictions as may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if reasonably requested by the Administrative Agent or the Required LendersCollateral Agent. Notwithstanding the foregoing, use its commercially reasonable efforts but subject to cause each such agreement or contract to the Anti-Dilution Requirement following the consummation of the Permitted Reorganization, (1) clause (i) expressly permit of this paragraph (b) shall not apply to the Equity Interests of (w) any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law continues to prohibit the pledging of its Equity Interests to secure the Secured Obligations and any Company acquired or created after the Effective Date to the extent any applicable Requirement of Law prohibits the pledging of its Equity Interests to secure the Secured Obligations, (x) any non-Wholly Owned Subsidiary to the extent that the pledge or perfection of a Lien on such Equity Interests would violate any anti-assignment or negative pledge provisions of any contract to which such non-Wholly Owned Subsidiary is a party or the organizational documents or shareholders’ agreement of such non-Wholly Owned Subsidiary (but only to the extent such anti-assignment or negative pledge clause is enforceable under applicable law), (y) any Joint Venture Subsidiary, to the extent the terms of any contract to which such Joint Venture Subsidiary is a party or any applicable joint venture, stockholders’, partnership, limited liability company or similar agreement (other than any of the foregoing entered into with any Company or Affiliate of any Company) prohibits or conditions the pledging of its Equity Interests to secure the Secured Obligations and (z) any Restricted Subsidiary to the extent such pledge would result in materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) and (2) clause (ii) upon the occurrence of this paragraph (b) shall not apply to any default or event of default under such agreement or contract, (ACompany listed on Schedule 5.11(b) to permit the Lenders extent any applicable Requirement of Law prohibits it from becoming a Loan Party.
(c) Subject to cure such default the terms of the Intercreditor Agreement, promptly grant to the Collateral Agent, within sixty (60) days of the acquisition thereof (or event immediately in connection with the applicable step(s) of default the Permitted Reorganization), a security interest in and assume the obligations of Mortgage on each Real Property owned in fee by such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract as is acquired by the counterparty thereto if the Lenders assume the obligations of such Loan Party under after the Closing Date and that, together with any improvements thereon, individually has a fair market value the Dollar Equivalent of which is at least $10,000,000 (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02 hereof or the costs of doing so are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion). Subject to the terms of the Intercreditor Agreement, such agreement or contract Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Lenders Collateral Agent and shall constitute valid, perfected and enforceable First Priority Liens subject only to Permitted Liens. Subject to the terms of the Intercreditor 972172.01-CHISR01A - MSW Agreement, the Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the First Priority Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the actions required under Administrative Agent and the foregoing clause Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (Aincluding a Title Policy (or title opinion reasonably satisfactory to the Administrative Agent and the Collateral Agent), a Survey (if applicable in the respective jurisdiction), and a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). For purposes of this Section 5.11(c) Real Property owned by a Company that becomes a Loan Party following the Closing Date in accordance with the terms of this Agreement shall be deemed to have been acquired on the later of (x) the date of acquisition of such Real Property and (y) the date such Company becomes a Loan Party.
(d) If, at any time and from time to time after the Closing Date, Restricted Subsidiaries that are not Loan Parties because they are Excluded Collateral Subsidiaries comprise in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or immediately in connection with the applicable step(s) of the Permitted Reorganization), cause one or more of such Restricted Subsidiaries to become Loan Parties (notwithstanding that such Restricted Subsidiaries are, individually, Excluded Collateral Subsidiaries) such that the foregoing condition ceases to be true. The Borrower agrees Designated Company may designate a Subsidiary Guarantor that it will notwas not a Restricted Subsidiary of the Designated Company on the Closing Date as an Excluded Collateral Subsidiary subject to the terms of the definition thereof, in which event the Guarantee by such Restricted Subsidiary shall be released in accordance with Section 7.09 and will not permit the Collateral Agent shall release the Collateral pledged by such Person.
(e) Any Foreign Subsidiary that is a Loan Party that has in the United States at any Guarantor totime (i) a deposit account that is part of the Cash Pooling Arrangements or (ii) property (other than Excluded Property) having an aggregate fair market value in excess of $5,000,000 for any such foreign Loan Party, shall execute a joinder agreement to the U.S. Security Agreement reasonably satisfactory to the Administrative Agent.
(f) Notwithstanding any other provision of this Section 5.11 to the contrary, in no event shall this Section 5.11 obligate any Loan Party to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative AgentExcluded Property.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)