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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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. (c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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% the Required Engineered Value 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 valueRequired Engineered Value, then the Parent Guarantor Borrower shall, and shall grantcause other Credit Parties to, promptly, but in any event within 30 thirty (30) days of delivery of the certificate required under Section 8.12(cReserve Report (or such longer period as the Administrative Agent may approve in its sole discretion), grant to the Administrative Agent as security for the Indebtedness Obligations a first-priority Lien interest (provided that Excepted subject only to 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 definitionpermitted by Section 9.03) on additional Proved 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 90% of such total valueRequired 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 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).798.14(b).
(b) In If any additional Restricted Subsidiary is formed or acquired (or an Unrestricted Subsidiary is designated as a Restricted Subsidiary) after the event that any Subsidiary incurs or guarantees any DebtClosing Date, then the Borrower shall, within thirty (30) days after such Subsidiary is formed, acquired or Parent Guarantor shall promptly designated as a Restricted Subsidiary (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) cause such Restricted Subsidiary to guarantee the Indebtedness Obligations pursuant to the Guaranty AgreementFacility Guaranty. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) such Restricted Subsidiary to execute and deliver a supplement joinder to the Guaranty Facility Guaranty, the Security Agreement executed and any other Security Instruments requested by such Subsidiarythe Administrative Agent to become a Guarantor and a Grantor (as defined in the Security Agreement), respectively, thereunder and grant a first-priority security interest (subject only to Liens permitted by Section 9.03) in substantially all of its personal property, (ii) pledge each owner of Equity Interests in such Restricted Subsidiary to execute and deliver a Security Instrument pledging all of the its Equity Interests of in such new 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.
(c) The Parent In the event that the Borrower or any other Guarantor willacquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is already created under the Security Instruments) after the Closing Date, at all timesthe Borrower shall, or shall cause such 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 any Security Instruments reasonably required by the Administrative Agent 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 material tangible Restricted Subsidiary, or the Borrower, shall, and intangible assets shall cause each such Restricted Subsidiary, to (i) make such loans in the form of an intercompany note and (ii) collaterally assign the Borrower’s or the applicable Restricted Subsidiary’s interests in such intercompany note to the Administrative Agent for the benefit of the Banks 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 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.
(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 be 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 InstrumentsInstruments such that after giving effect thereto, the Mortgaged Properties will represent at least such Required Engineered Value.
(dg) The Borrower Security Instruments shall not create or acquire any subsidiary without (i) giving 60 days advance written notice remain in effect at all times unless otherwise released pursuant to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 acquisitionAgreement.
(eh) The Borrower shall (i) notify Notwithstanding any provision in any Loan Paper to the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiariescontrary, and (ii) promptly, but in no event later than within 10 Business 79 Amended 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 Thirteenth Amendment. Days any Credit Party included in the definition of “Mortgaged Properties” and no Building or Manufactured (or such longer time as the Administrative Agent may agree in its sole discretionMobile) following a request Home is encumbered by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Security Instrument.
Appears in 1 contract
Sources: Fifth Amended and Restated Credit Agreement (Vital Energy, Inc.)
Additional Collateral; Additional Guarantors. Upon (ax) In connection with each redetermination the re-designation of the Borrowing Baseany Unrestricted Subsidiary as a Restricted Subsidiary, the Parent Guarantor shall review formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, or (y) the Reserve Report and the list acquisition of current Mortgaged Properties any personal property by any Credit Party (as described in Section 8.12(c)(vi)other than Excluded Assets) 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 perfected First Priority Lien in favor of Collateral Agent for the benefit of the Security Instruments Secured Parties, Holdings shall, in each case, at the Borrowers’ expense, promptly, within thirty (30) Business Days, or such that longer period as determined in writing by Administrative Agent in its sole discretion from time to time, after giving effect theretosuch formation, the Mortgaged Properties will represent at least 90% acquisition, cessation or re-designation, cause (i) such Subsidiary, and cause each direct and indirect parent of such total value. All such Liens will be created Subsidiary (if it has not already done so) to become a Guarantor hereunder and perfected a Grantor under the Pledge and Security Agreement by executing 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 delivering 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 Collateral Agent 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Counterpart Agreement executed by such Subsidiary, and/or (ii) pledge all 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 Equity Interests of extent constituting Excluded Assets or this Agreement or the Pledge and Security Agreement does not require that such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to property be subject to a Lien perfected First Priority Lien), and in furtherance of the Security Instruments.
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 (dbut only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) The 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 not create or acquire any subsidiary without promptly send to Administrative Agent written notice setting forth with respect to such Person (i) giving 60 days advance written notice to the Administrative Agent date on which such Person became a Subsidiary of such proposed creation or acquisitiona Credit Party, and (ii) entering into any agreements, 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 all of the opening data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of any deposit account or securities account by the Parent Guarantor or its SubsidiariesCredit Parties; provided, such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof and (iiiii) promptly, but a description of the material owned real and personal properties of the Credit Parties and their respective Restricted Subsidiaries (other than any Excluded Subsidiary) in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance detail reasonably satisfactory to the Administrative Agent.80Agent.
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 Parent Guarantor 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 PV-9 of the Proved Oil and Gas Properties Reserves evaluated in the most recently completed recent 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 valuePV-9, then the Parent Guarantor Borrower shall, and shall cause the other Loan Parties to, grant, within 30 thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness Secured Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof permitted by Section 9.03 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 valuePV-9. 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 grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).798.14(b).
(b) In the event that any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty AgreementAgreement and to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral (as defined in the security agreement) pursuant to a security agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) such Domestic Subsidiary to execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary(or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic 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.
(c) The Parent Guarantor willIn the event that any Loan Party becomes the owner of a Domestic Subsidiary, at then the Loan Party shall (i) pledge 100% of all timesthe Equity Interests of such Domestic Subsidiary, cause in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other material tangible additional closing documents and intangible assets of certificates as shall reasonably be requested by the Borrower to be subject to a Lien of the Security InstrumentsAdministrative Agent.
(d) The Borrower hereby guarantees the payment of all Secured 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 not create or acquire any subsidiary without (ionly be liable under this Section 8.14(d) giving 60 days advance written notice to for the Administrative Agent maximum amount of such proposed creation liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or acquisitionotherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any 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 each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (iior are Cash Collateralized) entering into any agreementsand all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(d) constitute, instrumentsand this Section 8.14(d) shall be deemed to constitute, a “keepwell, support, or documentation that other agreement” for the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under benefit of each Loan Party (other than the terms Borrower) for all purposes of this Agreement and the other Loan Documents prior to such creation or acquisition.
(eSection 1a(18)(A)(v)(II) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Commodity Exchange Act.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 9085% 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 9085% of such total value, then the Parent Guarantor Borrower shall, and shall grantcause its Subsidiaries to, within 30 days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that the 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 9085% 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 any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such Subsidiary each Subsidiary, except those Subsidiaries acquired in the Acquisition which will be dissolved shortly thereafter, to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (iA) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (iiB) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor willIf any Event of Default shall occur and be continuing, at all timesthen the Borrower shall, and shall cause each of its Subsidiaries to, within 10 Business Days, grant to the other material tangible and intangible assets Administrative Agent as security for the Indebtedness a first-priority Lien (provided Excepted Liens of the Borrower type described in clauses (a) to be (d) and (f) 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.
(d) The Borrower shall not create or acquire any subsidiary without (i) Instruments such that after giving 60 days advance written notice to effect thereto, the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 Mortgaged Properties will represent substantially all of the opening Oil and Gas Properties of any deposit account or securities account by the Parent Guarantor or Borrower and its Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and (ii) promptlyfinancing statements or other Security Instruments, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent.80Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(d) Any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(C) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 30 days after the date required thereby, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of the Subordinated Note, such Person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase following the Effective Date, the Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 9085 95% of the total value PV-9 of the Proved Oil Reserves of the Borrower and Gas Properties the Guarantors evaluated in the most recently completed by such Reserve Report 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 valuesatisfy the foregoing requirements, then the Parent Guarantor Borrower shall, and shall cause the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.20(b), within 30 thirty (30) days of (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate required under Section 8.12(c8.12(d), to the Administrative Agent 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 existObligations, but subject to the provisos at the end of such definition) on Security Instruments covering additional Proved Oil and Gas Borrowing Base 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 comply with such total valuerequirements. 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 any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Indebtedness Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor 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 a supplement to the Guaranty Agreement and Collateral Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary 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 (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from 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 (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and 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 document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or consequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets 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 other Credit Party required to be subject to a Lien of included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instruments.
Instrument; provided, that (dA) 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, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement Borrower’s and the other Loan Documents prior to Credit Parties’ interests in all lands and Hydrocarbons situated under any such creation Building or acquisition.
Manufactured (eMobile) The Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiariesnot, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (iiMobile) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Home 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, the Parent Guarantor Borrower shall review the applicable Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 9085% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed 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 9085% of such total value, then the Parent Guarantor Borrower shall, and shall cause the Restricted Subsidiaries to, grant, within 30 thirty (30) days of delivery of the certificate required under Section 8.12(c8.11(c) (or such later date as the Administrative Agent may agree in its sole discretion), 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 definitionExcepted Liens) on additional Proved 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 9085% 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 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).798.13(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 DebtDebt or (iii) any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower or Parent Guarantor Group shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guarantyguarantee, the Borrower or Parent Guarantor shall, or Group shall (A) cause such Domestic Subsidiary to, (i) to execute and deliver the Guaranty and Security Agreement or a supplement to thereto, as applicable, and the Guaranty Intercompany Subordination Agreement executed by such Subsidiaryor a supplement thereto, as applicable, (iiB) cause the Credit Party that owns Equity Interests in such Subsidiary to pledge 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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets Notwithstanding any provision in any of the Borrower 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 subject to a Lien of encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s 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 InstrumentsInstruments 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) The Borrower shall not create Notwithstanding anything to the contrary in this Agreement, the Guaranty and Security Agreement, or acquire any subsidiary without other Loan Document, (i) giving 60 days advance written notice Property may be excluded from the Collateral for all purposes of the Loan Documents if the Administrative Agent has determined in its sole discretion (and has designated in writing) that such Property is immaterial for oil and gas mineral interest owners and the costs of obtaining such a security interest or perfection thereof are excessive in relation to the benefit of the Lenders of the security to be afforded thereby, (ii) the Administrative Agent may grant extensions of time or waivers of the 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 items 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, (iii) Liens required to be granted from time to time pursuant to this Agreement and the Guaranty and Security Agreement shall be subject to exceptions and limitations set forth in the Guaranty and Security Agreement and (iv) the Administrative Agent and the Borrower may execute and/or consent to easements, covenants, rights of way or similar instruments (and Administrative Agent may agree to subordinate the lien of any mortgage to any such easement, covenant, right of way or similar instrument or record or may agree to recognize any lessee pursuant to an agreement in a form and substance reasonably acceptable to the Administrative Agent of such proposed creation Agent), as are reasonable or acquisition, necessary and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of otherwise permitted by this Agreement and the other Loan Documents prior to such creation or acquisitionDocuments.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Sources: Credit Agreement (Chord Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase during a Borrowing Base Period, the Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 9085% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed 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 9085% of such total valuevalue as determined by the Administrative Agent, then the Parent Guarantor Borrower shall, or shall cause one or more of the other Credit Parties to, grant, within 30 thirty (30) days of after 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 existObligations, but subject to the provisos at the end of such definition) on Security Instruments covering 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 9085% 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 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(b).798.14(c).
(b) In Within sixty (60) days after the event that any Subsidiary incurs commencement of a Borrowing Base Period (or guarantees any Debtsuch later date as the Administrative Agent may agree in its reasonable discretion), the Borrower or Parent Guarantor shall, and shall promptly cause each Domestic Subsidiary that is not 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 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 8.14(b), 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 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 Oil and Gas Property or any other material Property, the Borrower shall cause ▇▇▇▇▇ to guarantee the Indebtedness Obligations pursuant to the Guaranty AgreementGuarantee Agreement and otherwise comply with the provisions of this Section 8.14(c)). In connection with any such guarantyGuarantee, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, promptly, but in any event no later than thirty (30) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the formation or acquisition (or other similar event) of such Subsidiary to, execute and deliver (i) execute and deliver a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (ii) at any time during a Borrowing Base Period, a supplement executed by such Subsidiary to the 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 of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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 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 Borrower or any Subsidiary acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 9.3(g), that is not represent at least 90% subject to a perfected Lien in favor of the Collateral 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 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 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 total valueSubsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, then the Parent Guarantor shall grant, within 30 days of delivery of the certificate required under Section 8.12(c), each in form and substance satisfactory to the Administrative Agent and the Collateral Agent, and shall take such other action as security 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 Collateral Agent for the Indebtedness a first-priority Lien interest (benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Collateral Agent for the benefit of the Lenders, provided that Excepted Liens 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 type date of the consummation of such Permitted Acquisition and fifteen calendar days following such formation. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 8.11(a) of this Agreement. The Administrative Agent and the 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, 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 respect to such new or additional subsidiary the information described in clauses the first sentence of Section 6.15, in the form of a written schedule or a supplement to Schedule 6.15.
(ac) 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 Notwithstanding the provisions of deeds this Section to the contrary if, following a change in the relevant sections of trustthe Code or the regulations, security agreements and financing statements rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent, 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 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 classes of Capital Stock of such Foreign Subsidiary entitled to vote, and (ii) 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 material adverse federal income tax consequences to the Loan Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding Capital Stock owned by any Loan Party and not theretofore pledged pursuant to a Pledge Agreement shall be pledged pursuant to a Pledge Agreement and in 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 InstrumentsAgreement (or another security agreement in substantially similar form if needed) securing such Foreign Subsidiary's obligations under the Guarantee, in each case to 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 this Section to be 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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 Collateral Agent.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 9080% 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 9080% of such total value, then the Parent Guarantor Borrower shall, and shall grantcause its Subsidiaries to, within 30 days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent or its designee as security for the Indebtedness a firstsecond-priority Lien interest interest, junior and subordinate to the Lien securing the Senior Indebtedness (as defined in the Intercreditor and Subordination Agreement) (provided that the 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 9080% 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 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 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).798.14(b).
(b) In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80,
Appears in 1 contract
Sources: Second Lien Senior Subordinated Term Loan Agreement (Linn Energy, LLC)
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[Reserved].
(b) In the event that any Subsidiary incurs or guarantees any Debt, If the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee any other Credit Party becomes the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guarantyowner of a Restricted Subsidiary, then the Borrower or Parent Guarantor shall, or shall cause such Subsidiary other Credit Party to, promptly, but in any event no later than 30 days after the date of becoming an owner thereof (or such longer period as the Administrative Agent may agree in its discretion), (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all 100% of the Equity Interests of such new Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such new Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iiiii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If any Person other than QRI (or, from and after the New Parent Joinder, New Parent) at any time acquires or otherwise possesses any of the Equity Interests issued by the Borrower (including an Intermediate HoldCo), the Borrower shall cause each such Person to promptly, but in any event no later than 30 days after the date of becoming an owner thereof (or such longer period as the Administrative Agent may agree in its discretion), (i) pledge 100% of the Equity Interests in the Borrower owned by such person pursuant to a Pledge Agreement (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such other additional closing documents, certificates, and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor will, at all times, Borrower shall cause the other material tangible and intangible assets of following Persons to guarantee the Secured Indebtedness pursuant to the Guaranty Agreement:
(i) each Material Restricted Subsidiary;
(ii) any Person required to guarantee the Secured Indebtedness in order for the Borrower to be subject to in compliance with Section 9.05(b);
(iii) any Person that guarantees any Permitted Additional Debt;
(iv) any Restricted Subsidiary that places a Lien on its Oil and Gas Properties to secure the Secured Indebtedness;
(v) one or more additional Restricted Subsidiaries to the extent necessary to cause (A) the total assets of the Security InstrumentsRestricted Subsidiaries that are not Guarantors to be less than 15% of the combined assets of the Credit Parties and (B) the combined EBITDAX of such Restricted Subsidiaries to be less than 15% of the combined EBITDAX of the Credit Parties; and
(vi) each Intermediate HoldCo, New Parent and, following the occurrence of a Qualified IPO, any subsequent direct owner of Equity Interests in the Borrower.
(d) The In connection with any guaranty required by Section 8.13(c), the Borrower shall, or shall not create cause such Subsidiary or acquire other Person to promptly, but in any subsidiary without 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) giving 60 days advance written notice a supplement to the Guaranty Agreement and (ii) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time any Person is not otherwise required to guarantee the Secured Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.13 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of any Permitted Additional Debt, such Person shall be released from its guarantee obligations with respect to the Secured Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.
(e) If a Default or Event of Default has occurred and is continuing and the Majority Lenders consider it necessary for their adequate protection, the Borrower, at the request of the Administrative Agent, will forthwith grant or cause to be granted to the Administrative Agent for the benefit of the Secured Parties, a fixed Lien (subject only to Permitted Liens) in such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that of the applicable Credit Party’s property as the Administrative Agent, in its sole discretion, deems reasonably necessary determines as security for all then present and future Secured Indebtedness of the Credit Parties to include such subsidiary under the terms of Secured Parties. In this Agreement connection, the Borrower will, and the will cause each other Loan Documents prior to such creation or acquisition.Credit Party to:
(e) The Borrower shall (i) notify provide the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account with such information as is reasonably required by the Parent Guarantor or its Subsidiaries, and Administrative Agent to identify the property to be charged pursuant to this Section 8.13(e);
(ii) promptlydo all such things as are reasonably required to grant, but or cause such Credit Party to grant, in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days favor of the Agent, the Secured Parties, a fixed Lien (or subject only to Permitted Liens) in respect of such longer time as property to be so charged pursuant to this Section 8.13(e);
(iii) provide the Administrative Agent may agree with all corporate or partnership resolutions and other action, as reasonably required, for any Credit Party to grant the fixed Lien (subject only to Permitted Liens) in its sole discretionthe property identified by the Administrative Agent to be so charged;
(iv) following a request by provide the Administrative Agent with such security instruments and other documents which the Administrative Agent, cause any deposit or securities account acting reasonably, deems are necessary to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form give full force and substance reasonably satisfactory effect to the provisions of this Section 8.13(e);
(v) assist the Administrative Agent.80Agent in the registration or recording of such agreements and instruments in such public registry offices in Canada or any province thereof or any other jurisdiction as the Administrative Agent, acting reasonably, deems necessary to give full force and effect to the provisions of this Section 8.13(e); and
(vi) pay all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and registration of all agreements, documents and instruments made in connection with this Section 8.13(e).
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination With respect to any Specified Personal Property acquired after the Closing Date as to which the Administrative Agent, for the benefit of the Borrowing BaseSecured Parties, 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 activitiesdoes not have a perfected Lien, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 90% of promptly following 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, acquisition (i) execute and deliver a supplement to the Guaranty Agreement executed by Administrative Agent such Subsidiaryamendments or supplements to the Security Agreement, Lux Security Agreements or Mortgages or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien in such Property, (ii) pledge take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Equity Interests of Secured Parties, a perfected first priority Lien in such new Subsidiary (includingProperty, subject to Permitted Liens, including without limitation, delivery the filing of original stock certificates evidencing UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by the Equity Interests Security Agreement, any Lux Security Agreement or by Law or as may be requested by the Administrative Agent and the recording of such Subsidiaryamendment or supplement with the United States Coast Guard, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) if applicable, and (iii) execute and if reasonably requested by the Administrative Agent, deliver such other additional closing documents, certificates and to the Administrative Agent legal opinions as relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably be requested by satisfactory to the Administrative Agent.
(cb) The 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 Guarantor willBorrower or any other Loan Parties (which, at all timesfor the purposes of this paragraph, cause the other material tangible 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 intangible assets (3) any Subsidiary that guarantees any Indebtedness of the Borrower to be subject to a Lien of the Security Instruments.
or any Guarantor), promptly (d) The Borrower shall not create or acquire and in any subsidiary without (i) giving 60 event within 30 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time 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 request by 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, cause any deposit for the benefit of the Secured Parties, a perfected first priority Lien in the Collateral described in the Security Agreement (or securities account other similar document referred to be 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 deposit account control agreement or securities account control agreementMortgage with the United States Coast Guard, as 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 substance, and from counsel, reasonably satisfactory to the Administrative Agent.80Agent.
(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 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[Reserved].
(b) In the event that any Unrestricted Subsidiary incurs becomes a Debtor or guarantees any Debtis a Material Domestic Subsidiary, the Borrower or Parent Guarantor shall promptly cause such Restricted Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor willIn 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, at 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 times, cause the other material tangible voting Equity Interests of such Foreign Subsidiary and intangible assets 100% of the Borrower to 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 subject to a Lien of requested by the Security InstrumentsAdministrative Agent.
(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, and (ii) entering into any agreements, 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[Reserved].
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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 BasePromptly, 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 any 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time period as the Administrative Agent may agree in its sole discretion) following of (x) the formation or acquisition by the Borrower of any new direct wholly-owned first tier domestic Subsidiary that is a request holding company for investments, assets, operations or business lines, (y) a domestic Subsidiary that is not a Guarantor guaranteeing the payment of any Indebtedness in excess of $15,000,000 of a Loan Party pursuant to Section 6.19 or (z) any domestic Subsidiary (other than Fortegra and its Subsidiaries) that acquires an ownership interest in Invesque Capital Stock, after the Closing Date, other than, in each case, a CFC Holdco, the Borrower shall at the Borrower’s expense (i) cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty in accordance with the terms thereof, (ii) cause each such Subsidiary to become a party to the Pledge and Security Agreement by executing and delivering to the Collateral Agent a joinder to the Pledge and Security Agreement in accordance with the terms thereof, (iii) cause each such Subsidiary to execute and deliver to the Collateral Agent certificates and instruments of the type described in Section 3.1(b), 3.1(g)(ii), and if requested by the Collateral Agent, opinions of counsels, (iv) take such actions and deliver (and cause such Subsidiary and the other Loan Parties to take such actions and deliver) to the Administrative Agent and the Collateral Agent all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Collateral Documents, applicable law, rule or regulation or reasonably requested by the Administrative AgentAgent or the Collateral Agent to cause the Collateral Agent to have a First Priority Lien in the assets and the Equity Interests of such Subsidiary and (v) with respect to each Material Real Estate Asset owned by such Guarantor, within 60 days (or such longer period as the Administrative Agent may agree in its discretion) of such Subsidiary becoming a Guarantor, deliver or cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, delivered the documents set forth in form and substance reasonably satisfactory to the Administrative Agent.80Schedule 5.15.
Appears in 1 contract
Sources: Credit Agreement (Tiptree Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination Without limiting any restriction herein regarding the transfer of the Borrowing Baseany Financial Covenant Asset, 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shallprior to, or shall cause such Subsidiary toconcurrently with, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time 81 period as the Administrative Agent may agree in its sole discretion) following Parent or any domestic Subsidiary that is not a request Loan Party holding Pledged Fortegra Capital Stock or owning any other Financial Covenant Asset after the Closing Date, the Borrower shall at the Borrower’s expense (i) cause the owner of any Pledged Fortegra Capital Stock or other Financial Covenant Asset to become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty in accordance with the terms thereof, (ii) cause such Person to become a party to the Pledge and Security Agreement by executing and delivering to the Collateral Agent a joinder to the Pledge and Security Agreement in accordance with the terms thereof, (iii) cause such Person to execute and deliver to the Collateral Agent certificates and instruments of the type described in Section 3.1(b), 3.1(g)(ii), and if requested by the Collateral Agent, opinions of counsels, (iv) take such actions and deliver (and cause such Person and the other Loan Parties to take such actions and deliver) to the Administrative Agent and the Collateral Agent all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Collateral Documents, applicable law, rule or regulation or reasonably requested by the Administrative Agent, Agent or the Collateral Agent to cause any deposit the Collateral Agent to have a First Priority Lien in the assets and the Equity Interests of such Subsidiary and (v) with respect to each Material Real Estate Asset owned by such Guarantor deliver or securities account cause to be subject delivered the documents set forth in Section 5.11; provided, that, if such Material Real Estate Asset is not intended to a deposit account control agreement be Designated Non-Cash Assets such documents shall not be required until 60 days thereafter (or securities account control agreement, such longer period as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Agent may agree in its discretion).
Appears in 1 contract
Sources: Credit Agreement (Tiptree 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 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 valueBorrower or any Subsidiary acquires or forms a Subsidiary, then subject to Section 8.15 the Parent Guarantor Borrower or its Subsidiary shall grantpromptly, but in any event within 30 days of delivery of the certificate required under Section 8.12(c), to (or such later date as the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described may agree in clauses (a) to (d) and (f) of the definition thereof may existits sole discretion), 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness Secured Obligations 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 executed 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 Subsidiaryactions 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 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) pledge all cause the owner of the Equity Interests of in 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.
(cb) The Parent Guarantor will, Borrower will at all times, times cause the other material tangible and intangible assets Property of the Borrower and each Subsidiary not covered by clause (a) above to be subject to a Lien of pursuant to the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice , except that, with respect to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 deposit account or securities account real Property acquired by the Parent Guarantor Borrower or its Subsidiariesa Subsidiary, and (ii) promptlythe Borrower or such Subsidiary, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days as the case may be, shall have a period of 30 days (or such longer time later date as the Administrative Agent may agree in its sole discretion) following after such acquisition within which to subject such real Property to a request 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, cause and take such actions necessary or advisable to subject such real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any deposit real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or securities account maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to be 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 deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory 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.80Agent shall, upon obtaining the consent of the Required Lenders, release such Lien.
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 Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 9080% of the total value Total Reserve 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 9080% of such total valueTotal Reserve Value, then the Parent Guarantor Borrower shall, and shall cause its Subsidiaries to, grant, within 30 thirty (30) days of delivery of the certificate required under Section 8.12(c8.11(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 9080% of such total valueTotal Reserve 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).798.13(b).
(b) In the event that the Borrower forms or acquires any Subsidiary incurs or guarantees any DebtSubsidiary, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Sources: Credit Agreement (Trans Energy Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of The Loans shall be, at all times, secured by a second priority Lien on and security interest in all collateral securing the Borrowing Base, the Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties Revolving Facility (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% case 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 Instrumentsany termination thereof, all in form and substance reasonably satisfactory collateral securing the Revolving Facility immediately prior 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).79termination).
(b) In the event that any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such each Domestic Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Domestic Subsidiary to, to (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) to the Revolving Agent (or to the Administrative Agent, if the Revolving Facility shall have terminated) 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.
(c) The Parent Guarantor will, at all times, cause In the other material tangible and intangible assets of event that the Borrower to be subject to or any Domestic Subsidiary becomes the owner of a Lien of Foreign Subsidiary, then the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice promptly cause such Domestic Subsidiary to guarantee the Indebtedness pursuant to the Administrative Agent Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (1) execute and deliver a supplement to the Guaranty Agreement, (2) pledge 65% of all the Equity Interests of such proposed creation Foreign Subsidiary (including, without limitation, delivery to the Revolving Agent (or acquisition, and (ii) entering into any agreements, instruments, or documentation that to the Administrative Agent, if the Revolving Facility shall have terminated) of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in its sole discretion, deems reasonably necessary to include such subsidiary under blank by the terms of this Agreement registered owner thereof) 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 deposit account or securities account by the Parent Guarantor or its Subsidiariesexecute and deliver such other additional closing documents, certificates and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time legal opinions as the Administrative Agent may agree in its sole discretion) following a request shall reasonably be requested by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80.
Appears in 1 contract
Sources: Senior Term Loan Agreement (McMoran Exploration Co /De/)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 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 Borrower shall, and shall cause the Restricted Subsidiaries to, grant, within 30 thirty (30) days of delivery of the 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 (60) days after such delivery), 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 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 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 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).798.14(b).
(b) In the event that any Subsidiary incurs or guarantees any DebtThe Parent, OP LLC and the Borrower or Parent Guarantor shall promptly cause such 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), to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guaranty, the Parent, OP LLC and the Borrower or Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) to execute and deliver the Guaranty and Security Agreement or a supplement thereto, as applicable, cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to 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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments[Reserved.]
(d) The Borrower shall not create or acquire Notwithstanding any subsidiary without (i) giving 60 days advance written notice provision in any of the Loan Documents to the Administrative Agent of such proposed creation or acquisitioncontrary, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days is any Building (as defined in the applicable Flood Insurance Regulations) or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Manufactured
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 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 subject to a Mortgage as of 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% date of such total valueReserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the Required Mortgage Value, then the Parent Guarantor Borrower shall, and shall grantcause its Subsidiaries to, grant within 30 days of the delivery of the certificate required under referred to in Section 8.12(c), 8.11(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 to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien of Mortgage to equal or exceed the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such total valueRequired 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 and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 8.14(b).798.13(b).
(b) In the event that any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such Subsidiary each Material Subsidiary, other than the Excluded Subsidiaries, to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Joinder Agreement executed by such Subsidiary, (ii) pledge grant a first-priority security interest in all of the Equity Interests of in such new Subsidiary (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).
(c) The Parent Guarantor will, at all times, cause In the other material tangible and intangible assets of event that the Borrower to be subject to or any Material Subsidiary becomes a Lien of partner in a Partnership or acquires additional interest in a Partnership, then the Security Instruments.
(d) The Borrower shall, or shall not create or acquire any subsidiary without cause such Subsidiary to, (i) giving 60 days advance written notice to grant a first-priority security interest in all the Administrative Agent of Equity Interests owned by such proposed creation or acquisition, Person in such Partnership and (ii) entering into any agreementsexecute and deliver such other additional documents, instruments, or documentation that the Administrative Agent, in its sole discretion, deems certificates and legal opinions as shall 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 be requested by the Administrative Agent within three (3) Business Days in furtherance of the opening requirements of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80this Section 8.13(c).
Appears in 1 contract
Additional Collateral; Additional Guarantors. Subject to the requirements of Section 9.01(b):
(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 Borrower or any Domestic Subsidiary acquires or forms 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 Material Subsidiary or any previously immaterial Subsidiary becomes 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 any Subsidiary incurs or guarantees any DebtMaterial Subsidiary, the Borrower or Parent Guarantor such Subsidiary shall promptly cause such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty Guarantee 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 a supplement to the Guaranty Guarantee and Collateral Agreement executed by such Subsidiary, (ii) pledge all cause the owner of the Equity Interests of in 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) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary and which has net book value in excess of $1,000,000, 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 other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor willIn the event that the Borrower or any Domestic Subsidiary acquires any property, at all timesif such property, cause in the other material tangible and intangible assets judgment of the Borrower to Administrative Agent, shall not already be subject to a Lien perfected first priority security interest (subject to Liens permitted by Section 9.03) in favor of the Security Instruments.
(d) The Administrative Agent for the benefit of the Secured Parties, then the Borrower shall not create shall, or acquire any subsidiary without cause such Domestic Subsidiary to, promptly (i) giving 60 days advance written notice furnish to the Administrative Agent a description of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the property so acquired in detail reasonably satisfactory to the Administrative Agent, in its sole discretion, deems reasonably necessary (ii) duly execute and deliver 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 deposit account or securities account by the Parent Guarantor or its Subsidiariessuch security agreement supplements and other security agreements, pledge agreements, and (ii) promptly, but in no event later than within 10 Business 79 Amended Mortgages as specified by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, and in form and substance reasonably satisfactory to the Administrative Agent.80Agent, 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. At the Parent Issuer’s expense, subject to the limitations and exceptions of this Indenture, including, without limitation, the provisions of the Collateral and Guarantee Requirement, the Intercreditor Agreements and any applicable limitation in any Collateral Document, the Parent Issuer shall, and shall cause each of its Restricted Subsidiaries to, take all action necessary or reasonably requested by any Controlling Party (or, if after the Sell-Down Date but prior to the Discharge of First Lien Secured Obligations, the Designated First Lien Representative) or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) In connection with upon (v) the formation or acquisition of any new direct or indirect wholly-owned Material Domestic Subsidiary (in each redetermination of the Borrowing Basecase, other than an Excluded Subsidiary) by any Note Party, (w) an election by the Parent Issuer to designate a Restricted Subsidiary as a 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), pursuant to the Administrative Agent as security for definition of “Guarantor”, (x) 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 designation in accordance with Section 3.16 of any existing direct or indirect wholly-owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary), (y) any Subsidiary becoming a wholly-owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) or (z) any Restricted Subsidiary ceasing to be an Excluded Subsidiary:
(i) within 60 (or such greater number of days specified below) days after such formation, acquisition or designation, or such longer period as the provisions Controlling Parties (or, if after the Sell-Down Date but prior to the Discharge of deeds First Lien Secured Obligations, the Designated First Lien Representative) may agree in writing in their (or its) reasonable discretion:
(A) cause each such Subsidiary to duly execute and deliver to the Trustee and Collateral Agent, other than with respect to any Excluded Assets, a Guarantor Supplemental Indenture, completed Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of trust, the Intercompany Note and other security agreements and financing statements documents as reasonably requested by the Collateral Agent or other Security Instrumentsany Controlling Party (or, all if after the Sell-Down Date but prior to the Discharge of First Lien Secured Obligations, the Designated First Lien Representative) and in form and substance reasonably satisfactory to the Administrative Agent Controlling Parties (or, if after the Sell-Down Date but prior to the Discharge of First Lien Secured Obligations, the Designated First Lien Representative) (consistent with the Security Agreement, Intellectual Property Security Agreements and other security agreements in sufficient executed effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(B) cause each such Subsidiary (and acknowledged where the parent of each such Subsidiary that is a Guarantor) to deliver to the Collateral Agent (or, prior to the Discharge of First Lien Secured Obligations, the Designated First Lien Representative as gratuitous bailee for the benefit of the Secured Parties pursuant to Article 3 of the First Lien/Second Lien Intercreditor Agreement) any and all certificates representing Equity Interests (to the extent certificated), intercompany notes (to the extent certificated) and instruments evidencing Indebtedness that, in each case, are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; and
(C) take and cause such Subsidiary (and the parent of such Subsidiary that is a Guarantor) to take whatever action (including the filing of UCC financing statements and delivery of stock and membership interest certificates to the extent certificated) as may be required pursuant to the terms of the Notes Documents or as may be necessary in the reasonable opinion of any Controlling Party (or, if after the Sell-Down Date but prior to the Discharge of First Lien Secured Obligations, the Designated First Lien Representative) to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected second priority Liens (to the extent required by the Collateral Documents) to the extent required by the Collateral and Guarantee Requirement;
(ii) to the extent requested to deliver such to the Designated First Lien Representative under the First Lien Financing Documents or, after the Discharge of First Lien Secured Obligations if reasonably requested by any Controlling Party or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Controlling Parties (or, if after the Sell-Down Date but prior to the Discharge of First Lien Secured Obligations, the Designated First Lien Representative) may agree in writing in their reasonable discretion), deliver to the Collateral Agent customary legal opinions, board resolutions, good standing certificates and secretary’s or assistant secretary’s certificates consistent with those delivered on the Closing Date under Section 3.1(a) of the Note Purchase Agreement (conformed as appropriate) counterparts for recording purposes. In order other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion (and prior to the Sell-Down Date, in a form reasonably satisfactory to the Controlling Parties) as to such matters set forth in this Section 3.13(a) as the Controlling Party, the Designated First Lien Representative or the Collateral Agent, as applicable, may reasonably request;
(iii) if reasonably requested by any Controlling Party or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Controlling Parties (or, if after the Sell-Down Date but prior to the Discharge of First Lien Secured Obligations, the Designated First Lien Representative) may agree in writing in their reasonable discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clause (i) or (ii).
(b) requiring each Domestic Subsidiary required to be designated as a “Material Domestic Subsidiary” pursuant to the proviso in the definition of “Material Domestic Subsidiary” to have taken all actions 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 provisions of this Section 8.14(b).79
(b) In 3.13 within the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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 time frame required 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 Agentdefinition of “Material Domestic Subsidiary.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80”
Appears in 1 contract
Sources: Indenture (Option Care Health, 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 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 any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such each Material Subsidiary formed or acquired after the Effective Date (other than the APL General Partner) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall (i) cause such Material Subsidiary to, to (iA) execute and deliver a supplement Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement executed by and becomes a Guarantor, (B) execute and deliver a Joinder Agreement pursuant to which such SubsidiaryMaterial Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (C) to the extent applicable, execute and deliver Mortgages pursuant to which such Material Subsidiary grants a first-priority Lien in substantially all of its real property (including any hydrocarbon interests), if any and (ii) pledge 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 applicable Loan Party will grant a first-priority security interest in all of the Equity Interests of in such new Material Subsidiary (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).
(b) and In the event that any Loan Party acquires any material Property (iiiother than 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 other additional closing documents, certificates and legal opinions as shall any Security Instruments reasonably be requested required by the Administrative AgentAgent in order to create a first-priority security interest and Lien in such Property.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets In furtherance of the Borrower to be subject to a Lien of the Security Instruments.
foregoing in this Section 8.11, each Loan Party (dincluding any newly created or acquired Material Subsidiary) The Borrower shall not create execute and deliver (or acquire any subsidiary without (iotherwise provide, as applicable) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisitionother additional Security Instruments, and (ii) entering into any agreementsdocuments, instrumentscertificates, or documentation that the Administrative Agentlegal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in its sole discretion, deems each case as may be 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 requested by the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 9080% 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 9080% of such total value, then the Parent Guarantor Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within 30 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 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 9080% 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 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).798.14(b).
(b) In the event that any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such each Domestic Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 30 days after the formation or acquisition (ior other similar event) of such Domestic Subsidiary, (a) execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (iib) pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, delivery 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.
(c) The Parent Guarantor will, at all times, cause In the other material tangible and intangible assets of event that the Borrower or any Domestic Subsidiary creates or becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, but in any event no later than 30 days after the date of becoming an owner thereof, (12) pledge 65% 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, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (13) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a Lien of requested by the Security InstrumentsAdministrative Agent.
(d) The Borrower shall cause any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(D) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 15 days after the date required thereby, (14) execute and deliver a supplement to the Guaranty Agreement executed by such Person and (15) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time such Person is not create otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or acquire otherwise) or under any subsidiary without (i) giving 60 days advance written notice to other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such proposed creation or acquisitionPerson has been fully and finally released from its guarantee obligations in respect of the Second Lien Notes, such Person shall be released from its guarantee obligations with respect to the Indebtedness and (ii) entering into any agreements, instruments, or documentation that the Administrative AgentAgent shall, in its at the sole discretioncost and expense of the Borrower, deems execute such further documents and do all such further acts so as to reasonably necessary to include evidence such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisitionrelease.
(e) The Borrower shall agrees that it will not, and will not permit any Restricted Subsidiary to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Second Lien Notes without first (i16) notify giving fifteen (15) days’ prior written notice to the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, thereof and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as granting to the Administrative Agent may agree to secure the Indebtedness a first-priority, perfected Lien (subject to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) 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 sole discretion) following a request Restricted Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Rosetta Resources 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 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 valueBorrower or any Subsidiary acquires any property or interest in property (including, then the Parent Guarantor shall grantwithout limitation, 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 (areal property) 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 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 the Agent pursuant to the Security Instruments such that after giving effect theretoDocuments, the Mortgaged Properties will represent at least 90% Borrower shall, and shall cause Subsidiary to, take such action (including, without limitation, the preparation and filing of mortgages or deeds of trust in form and substance satisfactory to the Agent) as the Agent shall reasonably request in order to create and/or perfect a 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 Subsidiaries Guarantee and the Subsidiaries Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such total value. All Subsidiary shall execute such Liens will be created and perfected by and in accordance with pledge agreements or supplements to the provisions of deeds of trustBorrower Pledge Agreement, security agreements and financing statements or other Security Instruments, all each in form and substance reasonably satisfactory to the Administrative Agent Agent, and in sufficient executed (and acknowledged where shall take such other action as shall be necessary or appropriateadvisable (including. without limitation, the execution of financing statements on form UCC-1) counterparts for recording purposes. In in order to comply with perfect the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and Liens granted by such Subsidiary is not a Guarantor, then it 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 and comply with Section 8.14(b).79
(b) In for all purposes under the event that any Subsidiary incurs or guarantees any DebtLoan Documents, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery Section 9.11(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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets perfection of the Liens so granted by such Subsidiary and the Borrower and/or other Subsidiaries to be subject to a Lien the Agent for the benefit of the Security InstrumentsLenders.
(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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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 Borrower or any Domestic Subsidiary acquires or forms a firstDomestic Wholly-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 any Subsidiary incurs or guarantees any DebtOwned Subsidiary, the Borrower or Parent Guarantor such Subsidiary shall promptly cause such Subsidiary to guarantee the Indebtedness Secured Obligations 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 a supplement to the Guaranty and Collateral Agreement executed by such Subsidiary, (ii) pledge all cause the owner of the Equity Interests of in 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.
(c) The Parent Guarantor will, at all times, cause . In the other material tangible and intangible assets of event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $5,000,000, then the Borrower shall, or shall cause such Domestic Subsidiary to, promptly 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 execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be subject to a requested by the Administrative Agent. If no Default or Event of Default then exists, the Borrower may request that the Lien of on any Mortgaged Property (the Security Instruments.
(d"Released Property") The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice be released upon presentation to the Administrative Agent of the following: A list of one or more new facilities having a fair market value reasonably equivalent to the Released Property, such proposed creation evidence of the value of the new facility or acquisition, and (ii) entering into any agreements, instruments, or documentation that facilities to be reasonably acceptable to the Administrative Agent, ; and With respect to each new facility the items set forth in its sole discretion, deems reasonably necessary to include Section 8.16. After presentation of such subsidiary under the terms of this Agreement materials and the other Loan Documents prior to such creation or acquisition.
(e) The Borrower shall (i) notify recording the mortgages on the new facility, the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or shall delivery such longer time releases as the Administrative Agent may agree in its sole discretion) following a Borrower shall reasonably request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory with respect to the Administrative Agent.80Released Property.
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 valueBorrower or any Subsidiary acquires or forms a Subsidiary, then subject to Section 8.15 the Parent Guarantor Borrower or its Subsidiary shall grantpromptly, but in any event within 30 days of delivery of the certificate required under Section 8.12(c), to (or such later date as the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described may agree in clauses (a) to (d) and (f) of the definition thereof may existits sole discretion), 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness Secured Obligations 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 executed 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 Subsidiaryactions 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 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) pledge all cause the owner of the Equity Interests of in 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.
(cb) The Parent Guarantor will, Borrower will at all times, times cause the other material tangible and intangible assets Property of the Borrower and each Subsidiary not covered by clause (a) above to be subject to a Lien of pursuant to the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice , except that, with respect to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 deposit account or securities account real Property acquired by the Parent Guarantor Borrower or its Subsidiariesa Subsidiary, and (ii) promptlythe Borrower or such Subsidiary, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days as the case may be, shall have a period of 30 days (or such longer time later date as the Administrative Agent may agree in its sole discretion) following after such acquisition within which to subject such real Property to a request 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, cause and take such actions necessary or advisable to subject such real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any deposit real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or securities account 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 such real Property shall either be released from or not be required to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory Lien pursuant to the Administrative Agent.80Security Instruments.
Appears in 1 contract
Sources: Credit Agreement (Southcross Energy Partners, L.P.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination delivery of the Borrowing Basea Reserve Report hereunder, the Parent Guarantor Borrower shall review the such 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 subject to a Mortgage as of 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% date of such total valueReserve 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 Guarantor and the Borrower shall, and shall grantcause the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate required under Section 8.12(c), most recent Reserve Report to the Administrative Agent as security for the Indebtedness a valid, perfected and first-priority Lien interest 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 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 that creates a Lien on its Oil and Gas Properties shall become a Guarantor in accordance with Section 8.14(b).
(b) The Parent and the Borrower shall promptly cause each Material Subsidiary formed or acquired after the Effective Date (and each Restricted Subsidiary that subjects an Oil and Gas Property to a Mortgage pursuant to Section 8.14(a)) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Parent and the Borrower shall (i) cause such 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 valid, perfected and first- priority security interest (provided that Excepted Liens of the type described in clause (1) of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Security Agreement and each other applicable Security Instrument (including the filing of financing statements), and (ii) execute and deliver (or, if the 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 (provided that Excepted Liens of the type described in clause (1) of the definition thereof may exist) in all of the Equity Interests in such Subsidiary (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 Administrative Agent 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).
(c) [Reserved]
(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 automatically created under the Security Agreement or other pre-existing Security Instrument) after the Effective Date, the Parent and the Borrower shall, or shall cause such other Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver 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 clause (l) of the definition thereof may exist).
(e) [Reserved]
(f) [Reserved]
(g) In furtherance of the foregoing in this Section 8.14, each Loan Party (including any newly created or acquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) 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.
(h) 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 Debt without contemporaneously granting to the Administrative Agent, as security for the Indebtedness, 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 additional Proved Oil and Gas Properties not already subject the same Property pursuant 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 Agent.
(i) The Parent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if Borrower will cause any Subsidiary places required to guarantee (or that otherwise becomes a Lien on its Oil and Gas Properties and such Subsidiary guarantor under) the Permitted Revolving Debt that is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).79
(b) In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary required to guarantee the Indebtedness pursuant to this Agreement or any other Loan Document (and that does not otherwise guarantee the Guaranty Agreement. In connection Indebtedness) to become a Guarantor hereunder and to guarantee the Indebtedness by executing and delivering a Joinder Agreement contemporaneously with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver becoming a supplement guarantor with respect to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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 AgentPermitted Revolving Debt.
(cj) The Parent Guarantor willNotwithstanding anything to the contrary herein or in any other Loan Documents, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower SPV Subsidiaries shall not create or acquire any subsidiary without (i) giving 60 days advance written notice be required to guarantee the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary Indebtedness pursuant to include such subsidiary under the terms of this Agreement and the or any other Loan Documents prior Document and shall not be required to such creation or acquisitionbecome Guarantors hereunder.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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 Borrower or any Subsidiary acquires or forms a subsidiary that is 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 designated 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 an Excluded Subsidiary in accordance with Section 8.15, or if the provisions of deeds of trust, security agreements and financing statements Borrower or any 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 Subsidiary causes 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 to guarantee the event that any Subsidiary incurs or guarantees any DebtTerm Loan Facility, the Borrower or Parent Guarantor its Subsidiary shall promptly promptly, but in any event within 30 days (or such later date as the Administrative Agent may agree in its sole discretion), cause such Subsidiary to guarantee the Indebtedness Secured Obligations 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 executed 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 Subsidiaryactions 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) pledge all cause the owner of the Equity Interests of in 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.
(cb) The Parent Guarantor will, Borrower will at all timestimes cause (i) all Material Real Property, cause the and (ii) all other material tangible and intangible assets personal 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 of pursuant to the Security Instruments.
(d) The , 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 not create or acquire any subsidiary without (i) giving have a period of 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time later date as the Administrative Agent may agree in its sole discretion) following after such acquisition within which to subject such Material Real Property to a request 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, cause 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 deposit real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or securities account maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to be 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 deposit account control 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 securities account control agreementcontract 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 Term Loan Facility without contemporaneously granting to the Administrative Agent, as applicablesecurity 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.80Agent.
Appears in 1 contract
Sources: Revolving Credit Agreement (Southcross Energy Partners, L.P.)
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 valueBorrower or any Subsidiary acquires any property or interest in property (including, then the Parent Guarantor shall grantwithout limitation, 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 (areal property) 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 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 the Administrative Agent pursuant to the Security Instruments such that after giving effect theretoDocuments, the Mortgaged Properties will represent at least 90% Borrower shall, and shall cause such Subsidiary to, take such action (including, without limitation, the preparation and filing of such total value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages or deeds of trust, security agreements and financing statements or other Security Instruments, all trust in form and substance reasonably satisfactory to the Administrative Agent) as the Administrative Agent and shall request in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places create and/or perfect a Lien in favor of the Administrative Agent 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).79property.
(b) In the event that the Borrower acquires or forms any additional Subsidiary, such Subsidiary shall execute a guarantee, a security agreement, Mortgages or Leasehold Mortgages (if reasonably requested by the Lender), or supplements to the Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary incurs or guarantees which is a holder of any Debt, the Borrower or Parent Guarantor shall promptly cause Capital Stock of such Subsidiary to guarantee the Indebtedness pursuant shall execute such pledge agreements or supplements to the Guaranty Pledge Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute each in form and deliver a supplement substance satisfactory to the Guaranty Agreement executed by Administrative Agent, and shall take such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary other action as shall be necessary or advisable (including, without limitation, delivery the execution of original stock certificates evidencing financing statements on form UCC-1) in order to perfect the Equity Interests Liens granted by such Subsidiary in favor of the Administrative 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 Administrative 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 9.10(a) of this Agreement. The Administrative 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 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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets perfection of the Liens so granted by such Subsidiary and the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice and/or other Subsidiaries to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that for 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 benefit of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Lenders.
Appears in 1 contract
Sources: Credit Agreement (Denali Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(vii)) to ascertain whether the Mortgaged Properties represent at least 90100% of the total value Recognized Value of the Proved 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 90100% of such total valueRecognized Value, then the Parent Guarantor Borrower shall, and shall cause its Subsidiaries to, grant, within 30 thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness Obligations 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 90100% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, 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 grants a Lien on its Oil and Gas Properties to the Administrative Agent for the ratable benefit of the Secured Parties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Parent, the Intermediate Entities and the Borrower shall, and the Borrower shall promptly cause each Subsidiary (other than, for the avoidance of doubt, the Excluded Subsidiary) to, guarantee the Obligations pursuant to a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, (i) pledge all of the Equity Interests of such new Subsidiary pursuant to a Pledge Agreement (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 certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries (other than, for the avoidance of doubt, the Excluded Subsidiary) to, grant to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. 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 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 such 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).798.14(b).
(bd) In the event that any Subsidiary incurs or guarantees any Debt, (i) the Required Lenders waive the provisions of Section 9.15 to permit the Borrower or Parent Guarantor any Domestic Subsidiary to become the owner of a Foreign Subsidiary (such waiver to be granted in the sole discretion of the Required Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (ii) pledge 65% of all of the Equity Interests of such new Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Foreign 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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of Upon request by the Borrowing BaseAgent or the Requisite Lenders, the Parent Guarantor Borrower and each Loan Party shall review the Reserve Report promptly as practicable execute 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), deliver to the Administrative Agent as security for the Indebtedness a first-priority Lien interest all such documents, agreements and instruments (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existincluding without limitation further Security Instruments, 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 theretomortgages, 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 financing statements, continuation statements, and financing statements or other Security Instruments, all in form assignments of accounts and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where contract rights) necessary or appropriate) counterparts desirable to evidence the perfection of the security interest in favor of the Agent for recording purposes. In order to comply the benefit of the Secured Parties in the requested property 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).79priority required by the Orders.
(b) In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor The Loan Parties shall promptly (and, in any event, within five (5) Business Days of the creation or acquisition thereof) cause such each newly created or acquired Subsidiary to guarantee the Indebtedness Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor Loan Parties shall, or shall cause such Subsidiary to, (i) such Subsidiary to execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary(or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Subsidiary to pledge 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 AgentRequisite Lenders.
(c) The Parent Guarantor willIn the event that any Loan Party becomes the owner of a Subsidiary, at then the Loan Party shall (within five (5) Business Days thereof) (i) pledge 100% of all timesthe Equity Interests of such Subsidiary, cause in each case, that are owned by such Loan Party (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Subsidiary) execute and deliver such other material tangible additional closing documents and intangible assets of certificates as shall reasonably be requested by the Borrower to be subject to a Lien of the Security InstrumentsRequisite Lenders.
(d) The Borrower 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 not create or acquire any subsidiary without (ionly be liable under this Section 8.14(d) giving 60 days advance written notice to for the Administrative Agent maximum amount of such proposed creation liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or acquisitionotherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and (iinot for any greater amount). The obligations of the Borrower under this Section 8.14(d) entering into any agreements, instruments, shall remain in full force and effect until the Commitments have expired or documentation that terminated and the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the terms of this Agreement and the other Loan Documents prior to such creation or acquisitionhave been paid in full.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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, 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 9080% 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 9080% 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 9080% 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).798.14(b).
(b) In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 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 Borrower shall, and shall cause the Restricted Subsidiaries to, grant, within 30 thirty (30) days of delivery of the 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 (60) days after such delivery), 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 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 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 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).798.14(b).
(b) In the event that any Subsidiary incurs or guarantees any DebtThe Parent, OP LLC and the Borrower or Parent Guarantor shall promptly cause such 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), to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guaranty, the Parent, OP LLC and the Borrower or Parent Guarantor shall, or shall (A) cause such Domestic Subsidiary to, (i) to execute and deliver the Guaranty and Security Agreement or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable, (iiB) 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 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 (iiiC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments[Reserved.]
(d) The Borrower 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 not create or acquire be encumbered by any subsidiary without Security Instrument; provided, that (i) giving 60 days advance written notice to the Administrative Agent of applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such proposed creation Building or acquisition, Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) entering into any agreementsthe Parent, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement OP LLC 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 deposit account or securities account by the Parent Guarantor or its Subsidiariesnot, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (iiMobile) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Home except Excepted Liens.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent (i) at least 9080% of the total value PV10 of the Proved Oil Borrowing Base Properties of the Borrower and Gas Properties the Guarantors evaluated in the most recently completed by such Reserve Report 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 represent at least 90% of such total valuesatisfy the foregoing requirements, then the Parent Guarantor Borrower shall, and shall cause the Restricted Subsidiaries to, promptly grant, within 30 thirty (30) days of after delivery of the certificate required under Section 8.12(c), to the Administrative Agent 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 existObligations, but subject to the provisos at the end of such definition) on Security Instruments covering additional Proved Oil and Gas Borrowing Base Properties and/or Unproven Acreage 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 comply with such total valuerequirements. 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 any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such each Domestic Subsidiary to guarantee the Indebtedness Obligations pursuant to the Guaranty and Pledge Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor 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 a supplement to the Guaranty Agreement and Pledge Agreement, executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary 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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets Notwithstanding any provision in any of the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice Loan Documents to the Administrative Agent of such proposed creation or acquisitioncontrary, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days is any Building (as defined in the applicable Flood Insurance Regulations) or such longer time Manufactured (Mobile) Home (as defined in the Administrative Agent may agree in its sole discretionapplicable Flood Insurance Regulations) following a request owned by the Administrative AgentBorrower or any Restricted Subsidiary included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, cause that (A) the Borrower’s and Restricted Subsidiaries’ interests in all lands and Hydrocarbons situated under any deposit such Building or securities account Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to be subject to a deposit account control agreement exist any Lien on any Building or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Manufactured (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 BaseBase during a Borrowing Base Period, the Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 9085% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed 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 9085% of such total valuevalue as determined by the Administrative Agent, then the Parent Guarantor Borrower shall, or shall cause one or more of the other Credit Parties to, grant, within 30 thirty (30) days of after 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 existObligations, but subject to the provisos at the end of such definition) on Security Instruments covering 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 9085% 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 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(b).798.14(c).
(b) In Within sixty (60) days after the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver commencement of a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days Borrowing Base Period (or such longer time later date as the Administrative Agent may agree in its sole reasonable discretion), the Borrower shall, and shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to, execute and deliver Security Instruments granting a Lien on, and security interest in, (i) following a request by the Administrative AgentCollateral 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, cause any deposit Securities Accounts or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicableCommodity Accounts, in form and substance reasonably satisfactory to the Administrative Agent.80each case, other than Excluded Accounts and
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 Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)5.12) to ascertain whether the Mortgaged Properties represent at least 9080% 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 9080% of such total value, then the Parent Guarantor Borrower shall, and shall cause its Subsidiaries to, grant, within 30 thirty (30) days of delivery of the certificate Transmittal required under Section 8.12(c5.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens Permitted Encumbrances of the type described in clauses (ai) to (div) and (fvi) 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 Collateral Documents such that after giving effect thereto, the Mortgaged Properties will represent at least 9080% 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 InstrumentsCollateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any 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).795.14(b).
(b) In the event that If any Subsidiary incurs is acquired or guarantees any Debtformed after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and within ten (10) Business Days after any such Subsidiary is acquired or Parent Guarantor shall promptly formed, will cause such Subsidiary to guarantee the Indebtedness pursuant become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver Administrative Agent a supplement to the Guaranty and Collateral Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Agent accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(b), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Guaranty and Collateral Agreement.
(c) In the event that the Borrower or any Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $500,000 then the Borrower shall promptly, or shall cause such Subsidiary to promptly, guarantee the Indebtedness pursuant to the
Appears in 1 contract
Sources: Revolving Credit Agreement (Ram Energy Resources Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Baseredetermination, the Parent Guarantor Borrowers shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)8.12) to ascertain whether the Mortgaged Properties represent at least 9080% 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 9080% of such total value, then the Parent Guarantor Borrowers shall, and shall cause its Subsidiaries to, grant, within 30 thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(b), to the Administrative Agent or its designee as security for the Indebtedness a firstsecond-priority Lien interest (subject to a Lien under the Senior Revolving Credit Documents and 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 9080% 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 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 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).798.14(b).
(b) In the event that (i) the Borrowers determine that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt, then the Borrower or Parent Guarantor Borrowers shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor Borrowers shall, or shall cause such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the its Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80designee.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement (Parallel Petroleum Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 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 Borrower shall, and shall cause its Subsidiaries to, grant, within 30 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 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 Mortgages, 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).798.14(b).
(b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) pledge all of the Equity Interests of such new Subsidiary pursuant to a Subsidiary Pledge Agreement (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 certificate duly executed in blank by the registered owner thereof) and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. 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 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 such 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).
(d) In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall promptly promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (ii) pledge 65% of all of the Equity Interests of such new Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Foreign 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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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[Reserved].
(b) In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Guarantee Agreement. In connection with any such guarantyguarantee, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 15 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Agent.
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 908090% 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 908090% 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 908090% 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).798.14(b).68
(b) In the event that any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) 68 Amended by Thirteenth Amendment. following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Agent.69
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 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 Borrower shall, and shall cause its Subsidiaries to, grant, within 30 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 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 Mortgages, 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).798.14(b).
(b) The Borrower shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) pledge all of the Equity Interests of such new Subsidiary pursuant to a Subsidiary Pledge Agreement (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 certificate duly executed in blank by the registered owner thereof) and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. 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 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 such 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).
(d) In the event that any Subsidiary incurs or guarantees any Debt, (i) the Majority Lenders waive the provisions of Section 9.15 to permit the Borrower or Parent Guarantor any Domestic Subsidiary to become the owner of a Foreign Subsidiary (such waiver to be granted in the sole discretion of the Majority Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such SubsidiaryAgreement, (ii) pledge 65% of all of the Equity Interests of such new Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing the such Equity Interests of such Foreign 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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Additional Collateral; Additional Guarantors. At the Borrowers’ expense, take all action either necessary or as reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) In connection Upon (i)(x) the formation or acquisition of any new direct or indirect wholly owned Subsidiary (in each case, other than an Excluded Subsidiary) by the Lead Borrower (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC and is not otherwise an Excluded Subsidiary), (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (z) the designation in accordance with each redetermination Section 6.14 of an existing direct or indirect wholly owned Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary or (ii) the acquisition of any property by any Loan Party, which property is contemplated under the Collateral and Guarantee Requirement but is not automatically subject to a valid and perfected (or equivalent under foreign law) Lien in favor of the Borrowing Base, Collateral Agent for 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% benefit of the total value Secured Party under the then existing Collateral Documents ((x) other than Excluded Assets and (y) in the case of any Loan Party organized outside of the Proved Oil United States, subject to the Agreed Security Principles):
(i) within sixty (60) days after such formation, acquisition, cessation or designation, or such longer period as the Administrative Agent may agree in writing in its discretion, notify the Administrative Agent thereof and:
(A) cause each such Subsidiary or Loan Party to duly execute 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), deliver to the Administrative Agent or the Collateral Agent (as security for the Indebtedness appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, Mortgages, a first-priority Lien interest (provided that Excepted Liens counterpart of the type described Intercompany Note, each Intercreditor Agreement, if applicable, and other security agreements and documents (including, with respect to such Mortgages, the documents listed in clauses clause (a) to (d) and (fg) of the definition thereof may existof “Collateral and Guarantee 4849-7283-2717 180 Requirement”), 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 as reasonably requested 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 (consistent to the extent applicable, with the, Security Agreement and other security agreements in sufficient executed effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and, with respect to any Foreign Security Documents, the Agreed Security Principles, as applicable;
(B) cause each such Subsidiary (and acknowledged where the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement and the Agreed Security Principles, as applicable, accompanied by (if relevant in the applicable jurisdiction), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;
(C) take and cause such Subsidiary and each direct or indirect parent of such Subsidiary or other Loan Party, as applicable, to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements or any comparable filing under any applicable jurisdiction and Intellectual Property Security Agreements, and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or appropriatein any representative of the Collateral Agent designated by it) counterparts for recording purposes. In order valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement and, with respect to any Foreign Security Documents, the Agreed Security Principles, as applicable, and to otherwise comply with the foregoingrequirements of the Collateral and Guarantee Requirement and, if with respect to 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 any Subsidiary incurs or guarantees any DebtForeign Security Documents, the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guarantyAgreed Security Principles, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, as applicable;
(ii) pledge all as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession of the Equity Interests Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such new Subsidiary (includingconsent, 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 consent cannot be obtained; and
(iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall if reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor will, at all times, cause Agent or the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, instruments, or documentation that the Administrative Collateral Agent, in its sole discretion, deems reasonably necessary to include within sixty (60) days after 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days request (or such longer time period as the Administrative Agent may agree in writing in its sole discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement and the Agreed Security Principles, as applicable, but not specifically covered by the preceding clauses (i) or (ii) or clause (b) below.
(i) Not later than forty-five (45) days (or such longer period as the Administrative Agent may agree in writing in its discretion) following after the later of (x) confirmation from the Lenders that flood due diligence and flood insurance compliance as required by Section 6.07 hereto has been completed and (y) forty-five (45) days after the acquisition by any Loan Party (including, without limitation, any acquisition pursuant to a request Delaware LLC Division) of any Material Real 4849-7283-2717 181 Property as determined by the Administrative AgentLead Borrower (acting reasonably and in good faith) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, cause any deposit or securities account such property to be subject to a deposit account control agreement Lien and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and take, or securities account control agreementcause the relevant Loan Party to take, such actions as applicableshall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in form each case to the extent required by, and substance reasonably satisfactory subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (ii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each such acquired Material Real Property, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession of the Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent.80Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained.
Appears in 1 contract
Sources: Credit Agreement (Bumble Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 9080% 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 9080% of such total value, then the Parent Guarantor Borrower shall, and shall cause its Subsidiaries to, grant, within 30 ninety (90) days of the delivery of the certificate required under contemplated by Section 8.12(c8.11(c), to the Administrative Agent or its designee 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 definitionLiens permitted by Section 9.03 which may attach to Mortgaged Property) 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 9080% 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 or its designee and in US 793906v.7 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).798.13(b).
(b) In If (i) the event Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any DebtDebt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (iA) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80designee.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Parent Guarantor 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 9085% 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 9085% of such total value, then the Parent Guarantor Borrower shall, and shall cause the Borrower’s Subsidiaries to, grant, within 30 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 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 9085% 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 any Subsidiary incurs or guarantees any Debt, the Borrower or Parent Guarantor It shall promptly cause such Subsidiary each of its Subsidiaries (other than the Borrower) to guarantee the Indebtedness pursuant to the Guaranty Agreement. The Parent shall at all times guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor it shall, or shall cause such Subsidiary toto promptly (but with respect to any Subsidiary formed or acquired after the date hereof, no later than ten (10) days after the date of such formation or acquisition), (i) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (ii) pledge all of the Equity Interests of such new Subsidiary (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 AgentAgent in connection with this Section 8.14(b).
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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[Reserved].
(b) In the event that the Borrower forms or acquires any Domestic Subsidiary incurs or guarantees any Debtafter the date hereof, the Borrower or Parent Guarantor shall promptly cause such Domestic Subsidiary to guarantee and secure the Indebtedness Secured Obligations pursuant to the Guaranty AgreementAgreement within 30 days of the formation or acquisition of such Domestic Subsidiary. In connection with any such guarantyguaranty and security interest grant, the Borrower or Parent Guarantor shall, or shall cause (A) such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (iiB) the owners of the Equity Interests of such Subsidiary who are Loan Parties to pledge all of the Equity Interests of such new Subsidiary (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 AgentAgent (acting at the written direction of the Majority Lenders).
(c) The Parent Guarantor will, at all times, cause In the other material tangible and intangible assets of event that the Borrower to be subject to or any Domestic Subsidiary becomes the owner of a Lien of Foreign Subsidiary, the Security Instruments.
(d) The Borrower shall, or shall not create or acquire any subsidiary without cause such Domestic Subsidiary to, (i) giving 60 days advance written notice to pledge sixty-six and two thirds percent (66-2/3%) of all the Administrative Agent voting Equity Interests of such proposed creation or acquisitionForeign 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 (ii) entering into any agreementsexecute and deliver such other additional closing documents, instruments, or documentation that the Administrative Agent, in its sole discretion, deems certificates and legal opinions as shall 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 be requested by the Administrative Agent within three (3) Business Days acting at the written direction of the opening of any deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80Majority Lenders).
Appears in 1 contract
Sources: Junior Secured Debtor in Possession Credit Agreement (Halcon Resources 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 Borrower or any Subsidiary acquires or forms a subsidiary that is 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 designated 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 an Excluded Subsidiary in accordance with Section 8.15, or if the provisions of deeds of trust, security agreements and financing statements Borrower or any 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 Subsidiary causes 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 to guarantee the event that any Subsidiary incurs or guarantees any DebtRevolving Credit Facility, the Borrower or Parent Guarantor its Subsidiary shall promptly 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 Indebtedness Secured Obligations 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 executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (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 documentsSecurity Instruments (in proper form for filing, certificates and legal opinions registration or recordation, as shall reasonably be 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 (csubject only to Excepted Liens and Liens permitted under Section 9.03(h)) The Parent Guarantor will, at on all times, cause of the other material tangible and intangible assets Property of such Subsidiary (other than 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 of pursuant to the Security Instruments.
(d) The , 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 not create or acquire any subsidiary without (i) giving have a period of 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time later date as the Administrative Agent may agree in its sole discretiondiscretion (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) following 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 request 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, cause 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 deposit real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or securities account maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to be 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 deposit account control 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 securities account control agreementcontract 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 applicablesecurity 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.80Agent.
Appears in 1 contract
Sources: Term Loan Credit Agreement
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 valueBorrower or any Subsidiary acquires or forms a Subsidiary, 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 any Subsidiary incurs or guarantees any Debt, 8.15 the Borrower or Parent Guarantor its Subsidiary shall promptly promptly, but in any event within 30 days, cause such Subsidiary to guarantee the Indebtedness Secured Obligations 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 executed 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 Subsidiaryactions 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 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) pledge all cause the owner of the Equity Interests of in 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.
(cb) The Parent Guarantor will, Borrower will at all times, times cause the other material tangible and intangible assets Property of the Borrower and each Subsidiary not covered by clause (a) above to be subject to a Lien of pursuant to 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, and (ii) entering into any agreements, 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 deposit account or securities account by the Parent Guarantor or its Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
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 Parent Guarantor 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 9085% 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 9085% of such total value, then the Parent Guarantor Borrower shall, and shall grantcause its Subsidiaries to, within 30 days of delivery of the certificate required under Section 8.12(c), grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that the 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 9085% 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 any Subsidiary incurs or guarantees any Debt, the The Borrower or Parent Guarantor shall promptly cause such Subsidiary each Subsidiary, except those Subsidiaries acquired in the Acquisition which will be dissolved shortly thereafter, to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (iA) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (iiB) pledge all of the Equity Interests of such new Subsidiary (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.
(c) The Parent Guarantor willIf any Event of Default shall occur and be continuing, at all timesthen the Borrower shall, and shall cause each of its Subsidiaries to, within 10 Business Days, grant to the other material tangible and intangible assets Administrative Agent as security for the Indebtedness a first-priority Lien (provided Excepted Liens of the Borrower type described in clauses (a) to be (d) and (f) 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.
(d) The Borrower shall not create or acquire any subsidiary without (i) Instruments such that after giving 60 days advance written notice to effect thereto, the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, 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 Mortgaged Properties will represent substantially all of the opening Oil and Gas Properties of any deposit account or securities account by the Parent Guarantor or Borrower and its Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and (ii) promptlyfinancing statements or other Security Instruments, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent.80Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
Appears in 1 contract