Common use of Agreement to Deliver Collateral Documents Clause in Contracts

Agreement to Deliver Collateral Documents. Issuer agrees to, and shall cause its Subsidiaries to, deliver or cause to be delivered, to further secure the Note Obligations whenever requested by the Collateral Agent, acting in its reasonable discretion, such deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Collateral Documents in form and substance reasonably satisfactory to the Collateral Agent for the purpose of granting to the Collateral Agent, confirming, and perfecting the Liens or security interests in any Collateral described in Section 5.1(a)(i) above. In addition, Issuer agrees to cause each and every Subsidiary of Issuer to execute and deliver a counterpart of, as the circumstances shall require, a joinder to each Security Agreement, a Guaranty by the date hereof or three (3) days after such Subsidiary becomes a Subsidiary of Issuer as the case may be. Issuer also agrees to deliver, whenever requested by the Tranche B Requisite Holders or the Collateral Agent, acting in its reasonable discretion, assurances of title reasonably acceptable to the Tranche B Requisite Holders or the Collateral Agent, (a) stating that Issuer or each Subsidiary has good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), (b) confirming that such properties and interests are subject to Collateral Documents securing the Note Obligations that constitute and create legal, valid and duly perfected Liens in such properties and interests and in the proceeds thereof having the priority specified in this Agreement, and (c) covering such other matters as the Collateral Agent, acting in its sole and absolute discretion, may request.

Agreement to Deliver Collateral Documents. Issuer agrees to, and shall cause its Subsidiaries to, Aurora agree to deliver or cause to be delivered, to further secure the Note Obligations whenever requested by the Collateral Agent, acting in its reasonable discretion, such deeds of trustObligations, mortgages, chattel mortgages, security agreements, financing statements and other Collateral Documents in form and substance reasonably satisfactory to the Collateral Agent for the purpose of granting to the Collateral Agentgranting, confirming, and perfecting the Liens first and prior liens or security interests in any real or personal property of Issuer and any Collateral described of Aurora on the earlier of (i) each quarter after Issuer or Aurora acquires additional leasehold, (ii) prior to drilling being commenced on a well, (iii) with respect to the Xxxxxx Pipeline interest, ten (10) days after the earlier of (A) the formation of Xxxxxx Pipeline or (B) the acquisition of the interest in Section 5.1(a)(iXxxxxx Pipeline by Issuer or (iv) abovewhenever requested by Agent or Collateral Agent in its sole and absolute discretion. In addition, Issuer agrees to cause each and every Subsidiary of Issuer to execute and deliver a counterpart of, as the circumstances shall require, a joinder to each Security Agreement, a Guaranty Subsidiary Guarantee by the date hereof or three ten (310) days after such Subsidiary becomes a Subsidiary of Issuer as the case may be. Issuer and Aurora also agrees agree to deliver, whenever requested by the Tranche B Requisite Holders or the Collateral Agent, acting in its reasonable their sole and absolute discretion, assurances of title reasonably acceptable to the Tranche B Requisite Holders or and the Collateral Agent, Agent (a) stating that Issuer Issuer, Aurora or each Subsidiary any Subsidiary, as the case may be, has good and marketable defeasible title thereto, free and clear of all Liens (other than Permitted LiensLiens permitted under Section 5.2(g)), (b) confirming that such properties and interests are subject to Collateral Documents securing the Note Obligations that constitute and create legal, valid and duly perfected Liens in such properties and interests and in the proceeds thereof having the priority specified in this Agreement, and (c) covering such other matters as the Collateral Agent, acting at the written direction of the Requisite Holders in its their sole and absolute discretion, may request.

Agreement to Deliver Collateral Documents. Issuer The Borrower agrees toto deliver, and shall to cause its Subsidiaries to, deliver or cause each Restricted Subsidiary to be delivereddeliver, to further secure the Note Obligations Loans whenever requested by the Collateral Agent, acting Administrative Agent in its reasonable sole and absolute discretion, such deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Collateral Documents in form and substance reasonably satisfactory to the Collateral Administrative Agent for the purpose of granting to the Collateral Agentgranting, confirming, and perfecting the Liens first and prior liens or security interests (subject to Section 5.10) in any Collateral described in Section 5.1(a)(i) abovereal or personal Property now owned or hereafter acquired by the Borrower or any Restricted Subsidiary. In additionThe Borrower also agrees to deliver, Issuer agrees and to cause each and every Restricted Subsidiary of Issuer to execute and deliver a counterpart of, as the circumstances shall require, a joinder to each Security Agreement, a Guaranty by the date hereof or three (3) days after such Subsidiary becomes a Subsidiary of Issuer as the case may be. Issuer also agrees to deliver, whenever requested by the Tranche B Requisite Holders or the Collateral Agent, acting Administrative Agent in its reasonable sole and absolute discretion, assurances of title reports or summaries, other title information or favorable title opinions from the Borrower or its legal counsel reasonably acceptable to the Tranche B Requisite Holders or Administrative Agent with respect to any of the Collateral Oil and Gas Properties included in the Borrowing Base designated by the Administrative Agent, based upon abstract, record, instruments, title reports or photocopied information, examinations to dates reasonably acceptable to the Administrative Agent necessary to verify that (ai) stating that Issuer or each Subsidiary such Person has good and marketable title thereto, Defensible Title to up to 70% of the aggregate present worth of the proved reserves included in the Borrowing Base free and clear of all Liens (other than Permitted Liens)Liens permitted under Section 5.10, (bii) confirming that such properties and interests up to 80% of the aggregate present worth of the proved reserves included in the Borrowing Base are subject to Collateral Documents securing the Note Obligations Loans that constitute and create legal, valid and duly perfected Liens first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the Hydrocarbons attributable to such properties and interests and the proceeds thereof having the priority specified in this Agreement(subject to Liens permitted under Section 5.10), and (ciii) covering such other matters as the Collateral Agent, acting in its sole and absolute discretion, Administrative Agent may reasonably request.