Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors to, 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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. (b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (A) become a party to the Guaranty Agreement by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Sources: Credit Agreement (Memorial Resource Development Corp.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase Redetermination, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Borrowing Base Properties evaluated as set forth 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 80% of such total value, then the Borrower shall, and shall cause the Guarantors 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 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 may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Borrowing Base Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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 Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall cause In the event that (i) each of its the Borrower or any Restricted Subsidiary acquires any Material Subsidiaries (other than MEMP GP) and Domestic Subsidiary, (ii) the Borrower determines that any Person that Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basisIndebtedness, the prompt payment Borrower shall promptly (and performance in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection therewith, within 20 Business Days following with any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes)guaranty, the Borrower shall, or shall cause such Material Domestic Subsidiary to, (or other Person), to (Ai) become a party to the Guaranty Agreement by executing execute and delivering an amendment or deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (ii) cause the owner of the Equity Interests in form and substance acceptable such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the Administrative Agent extent certificated, 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 (Biii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If .
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall at promptly, or shall cause such Domestic Subsidiary to promptly (and in any time own one event within thirty (30) days after such acquisition or more Domestic Subsidiaries that are both Restricted Subsidiaries formation) (i) execute and Wholly-Owned Subsidiariesdeliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each of which is certificate duly executed in blank by the registered owner thereof), so long as such pledge does not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each result in adverse tax consequences to the Borrower or such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”)and (iii) execute and deliver such other additional closing documents, but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then certificates and legal opinions as soon as shall reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended requested by the Administrative Agent.
(d) The Borrower will at all times cause the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above (other than the Royalty Interests) to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion), that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Borrower shall cause one or more Administrative Agent may waive the requirements of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect this Section 8.14(d) with respect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000Property.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(e)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that If the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause the Guarantors its Subsidiaries to, grant, within 30 thirty (30) days of delivery of the certificate required under Section 8.12(c), 8.12(e) 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% 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.
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewithorder to comply with the foregoing, within 20 Business Days following if any acquisition or creation (or similar event) of Subsidiary places a new Material Lien on its Oil and Gas Properties and such Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (A) become a party to the Guaranty Agreement by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or moreGuarantor, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretionit shall become a Guarantor and comply with Section 8.14(b), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Sources: Credit Agreement (Dune Energy Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseTotal PV, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors its Restricted 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 as security for the Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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 Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall cause In the event that (i) each of its the Borrower determines that any Restricted Subsidiary is a Material Subsidiaries (other than MEMP GP) and Domestic Subsidiary or (ii) any Person that Domestic Subsidiary incurs or guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basisDebt, the prompt payment and performance of Borrower shall promptly cause such Restricted Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following with any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes)such guaranty, the Borrower shall, or shall cause such Material Restricted Subsidiary (or other Person)to, to (A) become a party to the Guaranty Agreement by executing execute and delivering an amendment or deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) 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 form and substance acceptable to blank by the Administrative Agent registered owner thereof) and (BC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If .
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $500,000, then the Borrower shall at any time own one promptly, or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each shall cause such Domestic SubsidiarySubsidiary to promptly, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of guarantee the Indebtedness pursuant to the Guaranty Agreement Agreement. In connection with any such that after giving effect guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together ownForeign Subsidiary (including, without duplicationlimitation, Property having a fair market value delivery of less than $25,000,000original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement (Petrohawk Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseTotal Reserve Value, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors its Restricted Subsidiaries to, grant, within 30 thirty (30) days of delivery of the certificate required under Section 8.12(c8.12(a), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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 Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall cause In the event that (i) each of its the Borrower determines that any Restricted Subsidiary is a Material Subsidiaries (other than MEMP GP) and Domestic Subsidiary or (ii) any Person that Domestic Subsidiary incurs or guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basisDebt, the prompt payment and performance of Borrower shall promptly cause such Restricted Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following with any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes)such guaranty, the Borrower shall, or shall cause such Material Restricted Subsidiary (or other Person)to, to (A) become a party to the Guaranty Agreement by executing execute and delivering an amendment or deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) 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 form and substance acceptable to blank by the Administrative Agent registered owner thereof) and (BC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If .
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall at any time own one promptly, or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each shall cause such Domestic SubsidiarySubsidiary to promptly, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of guarantee the Indebtedness pursuant to the Guaranty Agreement Agreement. In connection with any such that after giving effect guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together ownForeign Subsidiary (including, without duplicationlimitation, Property having a fair market value delivery of less than $25,000,000original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Term Loan Agreement (Petrohawk Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors 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 subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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 Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall cause In the event that (i) each of its the Borrower determines that any Restricted Subsidiary is a Material Subsidiaries (other than MEMP GP) and Domestic Subsidiary or (ii) any Person that Domestic Subsidiary incurs or guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basisDebt, the prompt payment and performance of Borrower shall promptly cause such Restricted Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following with any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes)such guaranty, the Borrower shall, or shall cause such Material Restricted Subsidiary (or other Person)to, to (A) become a party to the Guaranty Agreement by executing execute and delivering an amendment or deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) 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 form and substance acceptable to blank by the Administrative Agent registered owner thereof) and (BC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If .
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $2,000,000, then the Borrower shall at any time own one promptly, or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each shall cause such Domestic SubsidiarySubsidiary to promptly, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of guarantee the Indebtedness pursuant to the Guaranty Agreement Agreement. In connection with any such that after giving effect guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together ownForeign Subsidiary (including, without duplicationlimitation, Property having a fair market value delivery of less than $25,000,000original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Petrohawk Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Parent Guarantor and the Borrower shall, and shall cause the Guarantors 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% 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.
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewithorder to comply with the foregoing, within 20 Business Days following if any acquisition or creation (or similar event) of Restricted Subsidiary places a new Material Lien on its Oil and Gas Properties and such Restricted Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (A) become a party to the Guaranty Agreement by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or moreGuarantor, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretionit shall become a Guarantor and comply with Section 8.14(b), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% 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 Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause the Guarantors 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 through (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, 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 places a Lien on its Oil and Gas Properties pursuant to this Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall cause If (i) each of its the Borrower or any Subsidiary creates or acquires any Material Subsidiaries (other than MEMP GP) and Subsidiary or (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on Subsidiary becomes a joint and several basis, the prompt payment and performance of the Indebtedness Material Subsidiary (whether pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following any acquisition or creation (or similar event) definition of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notesotherwise), then the Borrower shall cause, or shall cause its Subsidiaries to, promptly, but in any event no later than ten (10) days after the date of creation or acquisition thereof or the date such Subsidiary becomes a Material Subsidiary Subsidiary, as the case may be (or other Person), to such later date as the Administrative Agent may agree in its sole discretion): (A) cause such Subsidiary to become a party to the Guaranty Agreement Guarantor by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent a duly executed supplement to the Guarantee and Collateral Agreement (or such other document as the Administrative Agent shall deem appropriate for such purpose), (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (BC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors 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 Oil and Gas Properties of the Borrower and the Guarantors 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 80% 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).
(b) The Parent, OP LLC and the Borrower shall promptly cause (i) each Domestic Subsidiary of its Material Subsidiaries (any of them, and any other than MEMP GP) and (ii) any Person Domestic Subsidiary that guarantees the obligations with respect any Debt of any other Credit Party, to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection therewithwith any such guaranty, within 20 Business Days following any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes)Parent, OP LLC and the Borrower shall (i) cause such Material Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement thereto, as applicable, (or other Person), ii) cause the Credit Party that owes Equity Interests in such Domestic Subsidiary to (A) become a party 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 certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent registered owner thereof) and (Biii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If .
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000, then the Borrower shall at any time own one promptly, or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each shall cause such Domestic Subsidiary to promptly, 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, an “Individual Property Safe Harbor Non-Material 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, but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then certificates and legal opinions as soon as shall reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended requested by the Administrative Agent in its sole discretion)Agent.
(d) If any Event of Default shall occur and be continuing, then the Parent, OP LLC and the Borrower shall, and shall cause one or more each Domestic Subsidiary of either thereof to, within ten (10) Business Days after notice by Administrative Agent, grant 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 Individual Property Safe Harbor Non-Material Subsidiaries definition) on all of their Oil and Gas Properties not already subject to unconditionally guarantee, on a joint and several basis, the prompt payment and performance Lien of the Indebtedness pursuant to the Guaranty Agreement Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the Oil and Gas Properties of the Borrower and the Domestic Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to such guarantee(sthe Administrative Agent and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(e) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the remaining Individual 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 Safe Harbor Non-Material and shall be encumbered by the Security Instruments and (ii) the Parent, OP LLC and the Borrower shall not, and shall not permit any of their respective Subsidiaries together ownto, without duplication, Property having a fair market value of less than $25,000,000permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.11(c)(v)) to ascertain whether the Mortgaged Properties represent at least 8090% 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 Dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value, then the Borrower shall, and shall cause the Guarantors other Loan Parties to, grant, within 30 sixty (60) days of delivery of the certificate required under Section 8.12(c8.11(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 through (d) and clause (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, 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 other Loan Party places a Lien on its Oil and Gas Properties pursuant to this Section 8.13(a) and such Loan Party is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) The Borrower shall cause If (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to Parent creates or acquires Intermediate Holdco or the PIK Toggle Notes Borrower or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness other Subsidiary creates or acquires any other Restricted Subsidiary that has not been designated an Unrestricted Subsidiary pursuant to Section 9.23(b), or if an Unrestricted Subsidiary is designated as a Restricted Subsidiary pursuant to Section 9.23(c) then, no later than thirty (30) days after the Guaranty Agreement. In connection therewithdate of creation, within 20 Business Days following any acquisition or creation designation thereof, as the case may be (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty such later date as the Administrative Agent may agree in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to its sole discretion): (A) cause such Person to become a party to the Guaranty Agreement Guarantor by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent a duly executed copy of or, or supplement to, the Guaranty Agreement and the Pledge and Security Agreement (or such other document as the Administrative Agent shall deem appropriate for such purpose), (B) pledge all of the Equity Interests of such Person (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Loan Party (if any), together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof, if applicable) and (BC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Sources: Credit Agreement (Berry Corp (Bry))
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Recognized Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueRecognized Value, then the Borrower shall, and shall cause the Guarantors 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRecognized Value. All such Liens will be created and perfected by and in accordance with the provisions of mortgagesMortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewithorder to comply with the foregoing, within 20 Business Days following if any acquisition or creation (or similar event) of Subsidiary places a new Material Lien on its Oil and Gas Properties and such Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (A) become a party to the Guaranty Agreement by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or moreGuarantor, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretionit shall become a Guarantor and comply with Section 8.14(b), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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.
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect Domestic Subsidiary to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection therewithwith any such guaranty, within 20 Business Days following the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 30 days after the formation or acquisition or creation (or other similar event) of a new Material Subsidiary such Domestic Subsidiary, (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (Ai) become a party to the Guaranty Agreement by executing execute and delivering an amendment or deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (ii) pledge all of the Equity Interests of such 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 form blank by the registered owner thereof) and substance acceptable (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, 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, (i) 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 (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(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 Administrative Agent 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 the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which such Person is not a Material Subsidiary by virtue otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 this Section 8.14 or moreotherwise) or under any other Loan Document, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended 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 its sole discretion)respect of the Senior Notes, the Borrower Senior Subordinated Notes or, if applicable, any Permitted Additional Notes, as the case may be, such Person shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries be released from its guarantee obligations with respect to unconditionally guaranteethe Indebtedness and the Administrative Agent shall, on a joint at the sole cost and several basis, the prompt payment and performance expense of the Indebtedness pursuant Borrower, execute such further documents and do all such further acts so as to the Guaranty Agreement reasonably evidence such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000release.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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).
(b) The Borrower shall promptly cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection therewithwith any such guaranty, within 20 Business Days following the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition or creation (or other similar event) of a new Material such Subsidiary to, (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (Ai) become a party to the Guaranty Agreement by executing execute and delivering an amendment or 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 form and substance acceptable to blank by the Administrative Agent registered owner thereof, if applicable) and (Biii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil Proved Developed Producing Reserves and Gas Properties Proved Developed Nonproducing Reserves 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 8085% of such total value, then the Borrower shall, and shall cause the Guarantors its Subsidiaries to, grant, 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 Obligations a first-priority Lien interest (provided that the Excepted Liens 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% 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 or its designee and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (A) become a party to the Guaranty Agreement by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.recording
Appears in 1 contract
Sources: Credit Agreement (Constellation Energy Partners LLC)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors 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 subject only to Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may existthereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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 Restricted Subsidiary other than a Foreign Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect Domestic Subsidiary to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection therewithwith any such guaranty, within 20 Business Days following the Borrower shall, or shall cause such Domestic Subsidiary to, promptly, but in any event no later than 30 days after the formation or acquisition or creation (or other similar event) of a new Material Subsidiary such Domestic Subsidiary, (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (Ai) become a party to the Guaranty Agreement by executing execute and delivering an amendment or deliver a supplement to the Guaranty Agreement executed by such Domestic Subsidiary, (ii) pledge all of the Equity Interests of such 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 form blank by the registered owner thereof) and substance acceptable (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall, 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, (i) 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 (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(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 Administrative Agent 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 the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which such Person is not a Material Subsidiary by virtue otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 this Section 8.14 or moreotherwise) or under any other Loan Document, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended 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 its sole discretion), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance respect of the Indebtedness pursuant 2002 Senior Subordinated Notes or the Permitted Additional Senior Subordinated Notes, as the case may be, such Person shall be released from its guarantee obligations with respect to the Guaranty Agreement Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such that after giving effect further documents and do all such further acts so as to reasonably evidence such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000release.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseUpstream Component Redetermination, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(iii)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Upstream Component Properties evaluated as set forth in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions Dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors 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 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 may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Upstream Component Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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 Restricted Subsidiary places a Lien on its Upstream Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(b) The Borrower shall cause In the event that (i) each of its the Borrower or any Restricted Subsidiary acquires any Material Subsidiaries (other than MEMP GP) and Domestic Subsidiary, (ii) the Borrower determines that any Person that Restricted Subsidiary is a Material Domestic Subsidiary or (iii) any Domestic Subsidiary incurs or guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basisIndebtedness, the prompt payment Borrower shall promptly (and performance in any event within thirty (30) days of such acquisition, determination, incurrence or guaranty) cause such Restricted Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection therewith, within 20 Business Days following with any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes)guaranty, the Borrower shall, or shall cause such Material Domestic Subsidiary (or other Person)to, to (A) become a party to the Guaranty Agreement by executing execute and delivering an amendment or deliver a supplement to the Guaranty and Collateral Agreement executed by such Domestic Subsidiary, (B) cause the owner of the Equity Interests in form and substance acceptable such Domestic Subsidiary to pledge such Equity Interests (including, without limitation, to the Administrative Agent extent certificated, 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 (BC) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If .
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall at promptly, or shall cause such Domestic Subsidiary to promptly (and in any time own one event within thirty (30) days after such acquisition or more Domestic Subsidiaries that are both Restricted Subsidiaries formation) (i) execute and Wholly-Owned Subsidiariesdeliver a supplement to the Guaranty and Collateral Agreement, (ii) pledge 66% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each of which is certificate duly executed in blank by the registered owner thereof), so long as such pledge does not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each result in adverse tax consequences to the Borrower or such Domestic Subsidiary, an and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(d) The Borrower will at all times cause the other material tangible and intangible Property of the Borrower and each Restricted Subsidiary not covered by clauses (a) through (c) above to be subject to a Lien pursuant to the Security Instruments; provided, that in the case of a Permitted Acquisition, the Borrower and the applicable Restricted Subsidiaries shall have thirty (30) days (subject to extension in the sole discretion of the Administrative Agent) in which to satisfy this Section 8.14(d); provided further, that if the Administrative Agent determines, in its sole discretion, that the cost of obtaining a Lien on any such other material tangible or intangible Property is excessive in relation to the value afforded thereby, the Administrative Agent may waive the requirements of this Section 8.14(d) with respect to such Property.
(e) The Liens on such Mortgaged Properties shall exclude “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days Buildings” (as defined in 39 C.F.R. § 339.2, as such deadline may be extended amended from time to time) except with respect to material Buildings required by the Administrative Agent to be subject to a Lien, in its sole discretionwhich case, with respect to each such material Building (each a “Mortgaged Building”) which is located in a “flood hazard area,” as indicated on the Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), as such map may be revised from time to time, Borrower will, upon written notice by Administrative Agent, obtain flood insurance with respect to such Mortgaged Building under the Borrower shall cause one or more of National Flood Insurance Program (“NFIP”), if such Individual Property Safe Harbor Non-Material Subsidiaries insurance is available, in such amount as Administrative Agent may from time to unconditionally guaranteetime reasonably require, on a joint and several basisnot to exceed, however, the prompt payment and performance of maximum coverage available to Borrower under the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000NFIP.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi8.12(c)(v)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Recognized Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueRecognized Value, then the Borrower shall, and shall cause the Guarantors 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRecognized Value. All such Liens will be created and perfected by and in accordance with the provisions of mortgagesMortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewithorder to comply with the foregoing, within 20 Business Days following if any acquisition or creation (or similar event) of Subsidiary places a new Material Lien on its Oil and Gas Properties and such Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (A) become a party to the Guaranty Agreement by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If the Borrower shall at any time own one or more Domestic Subsidiaries that are both Restricted Subsidiaries and Wholly-Owned Subsidiaries, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic Subsidiary, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or moreGuarantor, then as soon as reasonably practicable, but in any event within 20 Business Days (as such deadline may be extended by the Administrative Agent in its sole discretionit shall become a Guarantor and comply with Section 8.14(b), the Borrower shall cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement such that after giving effect to such guarantee(s) the remaining Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of less than $25,000,000.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause the Guarantors to, 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 Oil and Gas Properties of the Borrower and the Guarantors not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of 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.
(b) The Borrower shall cause (i) each of its Material Subsidiaries (other than MEMP GP) and (ii) any Person that guarantees the obligations with respect to the PIK Toggle Notes or any Permitted Senior Unsecured Notes to unconditionally guaranty, on a joint and several basis, the prompt payment and performance of the Indebtedness pursuant to the Guaranty Agreement. In connection therewith, within 20 Business Days following any acquisition or creation (or similar event) of a new Material Subsidiary (or following any Person other than a Guarantor providing a guaranty in respect of the PIK Toggle Notes or any Permitted Senior Unsecured Notes), the Borrower shall cause such Material Subsidiary (or other Person), to (A) become a party to the Guaranty Agreement by executing and delivering an amendment or a supplement to the Guaranty Agreement in form and substance acceptable to the Administrative Agent and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If .
(c) On or after the earlier of (i) the date which is 45 days after the Effective Date and (ii) the date on which the PIK Toggle Notes are Redeemed in full, the Borrower and each Guarantor shall at any time own one grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness, a perfected, first-priority security interest in all of the issued and outstanding Equity Interests in each Restricted Subsidiary of the Borrower owned by the Borrower or more Domestic Subsidiaries that are both Restricted Subsidiaries such Guarantor. Such grant shall be effectuated by the Borrower and Wholly-Owned Subsidiarieseach Guarantor executing and delivering the Amended and Restated Security Agreement prior to such time, each of which is not a Material Subsidiary by virtue of owning Property having a fair market value of less than $10,000,000 (each such Domestic SubsidiaryAmended and Restated Security Agreement shall amend and restate the Initial Security Agreement in its entirety. In addition, an “Individual Property Safe Harbor Non-Material Subsidiary”), but the Individual Property Safe Harbor Non-Material Subsidiaries together own, without duplication, Property having a fair market value of $25,000,000 or more, then as soon as reasonably practicable, but in any event within 20 Business Days following any acquisition or creation (or similar event) of a new Restricted Subsidiary, the Borrower shall, or shall cause the applicable Guarantor that owns Equity Interests in such Restricted Subsidiary to, execute and deliver an amendment or supplement to the Amended and Restated Security Agreement to confirm the pledge all of the Equity Interests in such new Restricted Subsidiary. The Borrower and each Guarantor shall also deliver to the Administrative Agent, together with or prior to its delivery of the Amended and Restated Security Agreement or any amendment or supplement thereto as set forth above, (A) original stock or equity certificates, if any, evidencing the Equity Interests of each Restricted Subsidiary owned by it, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof or, if uncertificated, such deadline other documents as may be extended reasonably required by the Administrative Agent to perfect the Administrative Agent’s Lien therein by “control” in its sole discretionaccordance with the applicable Uniform Commercial Code (including, without limitation, Sections 8-106, 9-106 and 9-314 thereof) and (B) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(d) Subject to the foregoing clauses (a) and (c), the Borrower shall will at all times cause one or more of such Individual Property Safe Harbor Non-Material Subsidiaries to unconditionally guarantee, on a joint the other material tangible and several basis, the prompt payment and performance intangible assets of the Indebtedness pursuant Borrower and each Material Subsidiary (other than MEMP GP) to be subject to a Lien of the Security Instruments.
(e) Notwithstanding any provision in any of the Loan Documents to the Guaranty Agreement such 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 Guarantor included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that after giving effect to such guarantee(s(A) the remaining Individual Borrower’s and Guarantors’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property Safe Harbor Non-Material and shall be encumbered by the Security Instruments and (B) the Borrower shall not, and shall not permit any of its Restricted Subsidiaries together ownto, without duplication, Property having a fair market value of less than $25,000,000permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Credit Agreement (Memorial Resource Development Corp.)