Collateral Generally. Pursuant to the Loan Documents, the Loan Parties shall grant, or cause to be granted, to the Collateral Trustee, for the benefit of the Secured Parties, a first priority security interest in and lien on, subject only to Permitted Mortgage Liens in the case of Collateral described in clause (ii) and subject only to Permitted Liens in the case of Collateral described in clauses (i) and (iii): (i) all capital stock and other equity interests owned by the Loan Parties, but only up to 65% of the capital stock or other equity interests of any Foreign Subsidiary that is wholly-owned directly or indirectly by any Loan Party and none of the capital stock or other equity interests of the other Excluded Subsidiaries, (ii) Proved Reserves (including all infrastructure relating thereto that is located thereon, including without limitation, pipelines, compressors and the like with respect to such properties) that constitute no less than seventy-five percent (75%) of the total present value of all such Proved Reserves included in the Borrowing Base Properties as such present values are determined in accordance with the most recent Reserve Report, together with as-extracted collateral related to such Proved Reserves (“Proved Gas Collateral”), and (iii) all of the other assets (except as excluded or limited above or as excluded or limited in any other Loan Document) of the Loan Parties in which a security interest is perfected by the filing of a UCC-1 financing statement with the secretary of state or similar agency in the applicable Loan Party’s jurisdiction of organization (including without limitation all accounts receivable, inventory, chattel paper and general intangibles), investment property and deposit accounts of each of the Loan Parties whether owned on the Closing Date or subsequently acquired; provided, however, Liens will not be required on (a) the assets described on Schedule 8.1.17, (b) any Proved Reserves or as-extracted collateral related to such Proved Reserves (other than with respect to Proved Reserves that constitute seventy-five percent (75%) of the total present value of Proved Reserves and as-extracted collateral related thereto referenced in clause (ii) of this Section 8.1.17(a)) or any other Real Property and (c) any capital stock or other equity interest in any Person that is not a direct or indirect Subsidiary of the Borrower or any other Loan Party. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, with respect to the Proved Gas Collateral, the Loan Parties shall grant such first priority security interest in and lien on such Proved Gas Collateral and contemporaneously with such grant shall provide to the Administrative Agent local counsel opinions in form and substance satisfactory to the Administrative Agent with respect to the Mortgages and as-extracted UCC filings being recorded as soon as reasonably practicable after the delivery of the most recent Reserve Report to the extent required by clause (ii) of this Section 8.1.17(a) and contemporaneously with any such subsequent grant, to the extent that any Mortgage and as-extracted UCC filing is being recorded in a jurisdiction in which local counsel opinions have not previously been delivered, shall provide to the Administrative Agent a local counsel opinion in form and substance satisfactory to the Administrative Agent with respect to such Mortgage and as-extracted UCC filing.
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Collateral Generally. Pursuant to the Loan Documents, the Loan Parties shall grant, or cause to be granted, to the Collateral Trustee, for the benefit of the Secured Parties, a first priority security interest in and lien on, subject only to Permitted Mortgage Liens in the case of Collateral described in clause (ii) and subject only to Permitted Liens in the case of Collateral described in clauses (i) and (iii): (i) all capital stock and other equity interests owned by the Loan Parties, but only up to 65% of the capital stock or other equity interests of any Foreign Subsidiary that is wholly-owned directly or indirectly by any Loan Party Borrower and none of the capital stock or other equity interests of the other Excluded Subsidiaries, (ii) Proved Reserves (including all infrastructure relating thereto that is located thereon, including without limitation, pipelines, compressors and the like with respect to such properties) that constitute no less than seventy-five percent (75%) of the total present value of all such Proved Reserves included in the Borrowing Base Properties as such present values are determined in accordance with the most recent Reserve Report, together with as-extracted collateral related to such Proved Reserves (“Proved Gas Collateral”), and (iii) all of the other assets (except as excluded or limited above or as excluded or limited in any other Loan Document) of the Loan Parties in which a security interest is perfected by the filing of a UCC-1 UCC 1 financing statement with the secretary of state or similar agency in the applicable Loan Party’s jurisdiction of organization (including without limitation all accounts receivable, inventory, chattel paper and general intangibles), investment property and deposit accounts of each of the Loan Parties whether owned on the Closing Date or subsequently acquired; provided, provided however, Liens will not be required on (a) the assets described on Schedule 8.1.17, (b) any Proved Reserves or as-extracted collateral related to such Proved Reserves (other than with respect to Proved Reserves that constitute seventy-five percent (75%) of the total present value of Proved Reserves and as-extracted collateral related thereto referenced in clause (ii) of this Section 8.1.17(a)Section) or any other Real Property and (c) any capital stock or other equity interest in any Person that is not a direct or indirect Subsidiary of the Borrower or any other Loan Party. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, with respect to the Proved Gas Collateral, the Loan Parties shall grant such first priority security interest in and lien on such Proved Gas Collateral within one hundred twenty (120) days from the Closing Date and contemporaneously with such grant shall provide to the Administrative Agent local counsel opinions in form and substance satisfactory to the Administrative Agent with respect to the Mortgages and as-extracted UCC filings being recorded and thereafter as soon as reasonably practicable after the delivery of the most recent Reserve Report to the extent required by clause (ii) of this Section 8.1.17(a) and contemporaneously with any such subsequent grant, to the extent that any Mortgage and as-extracted UCC filing is being recorded in a jurisdiction in which local counsel opinions have not previously been delivered, shall provide to the Administrative Agent a local counsel opinion in form and substance satisfactory to the Administrative Agent with respect to such Mortgage and as-extracted UCC filing.
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