Agreement to Deliver Security Documents. With respect to any right, title or interest of any Loan Party in (i) Equity Interests or (ii) real property, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, and records appertaining thereto (collectively, “Pipelines”) or other Property acquired after the date of this Agreement or arising from maintenance and other capital expenditures or expansions that, individually or together with all other unmortgaged real property and Pipelines, have a fair market value of at least $20,000,000, it will, within 30 calendar days (which period may be extended by the Administrative Agent in its sole discretion) grant or cause to be granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien of record on all such Equity Interests, real property, Pipelines and other property or assets (with no other Liens other than Liens permitted by Section 7.01), upon terms substantially the same as those set forth in the Security Documents for property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby on the date of this Agreement, complete such other actions as may be reasonably requested by the Administrative Agent pursuant to Section 6.17, provide such legal opinions as may be reasonably requested by the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, with respect to any such property, Borrowers shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered in respect of any property or assets that constitute Excluded Property.
Appears in 3 contracts
Samples: Credit Agreement (American Midstream Partners, LP), Credit Agreement, Credit Agreement (American Midstream Partners, LP)
Agreement to Deliver Security Documents. With i. Deliver promptly to further secure the Obligations whenever requested by Xxxxxx in good faith, Mortgages, Security Agreements, financing statements, continuation statements, extension agreements, and other similar agreements or instruments (in addition to those required to be delivered under Section 5) in form and substance reasonably satisfactory to Xxxxxx in good faith for the purpose of granting, confirming, and perfecting first and prior (other than with respect to Liens permitted pursuant to Section 8(e)) liens or security interests in any right, title property that is at that time Collateral Property or interest of that was intended to be Collateral Property pursuant to any Loan Party Document previously executed and not then released by Xxxxxx; provided, however, that LEI shall at all times maintain in effect in favor of Xxxxxx (iA) Equity Interests or (ii) real propertyall Mortgages deemed necessary by Xxxxxx to grant, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permitsconfirm, and records appertaining thereto perfect first and prior (collectivelyother than with respect to Liens permitted pursuant to Section 8(e)) liens or security interests in 80% of the Proved Reserves set forth in the most recent Reserve Report (whether developed or undeveloped); and further provided, “Pipelines”however, that in the event that the Hydrocarbon Interests on which Xxxxxx has a first priority perfected Lien (other than with respect to Liens permitted pursuant to Section 8(e)) shall constitute less than 80% of the Proved Reserves (whether developed or other Property acquired after the date of this Agreement or arising from maintenance undeveloped), LEI shall promptly notify Xxxxxx and other capital expenditures or expansions that, individually or together with all other unmortgaged real property and Pipelines, have a fair market value of at least $20,000,000, it will, within 30 calendar days (which period may be extended by the Administrative Agent in its sole discretion) grant execute or cause to be granted executed additional Mortgages necessary to increase the percentage to 80%, in each case, together with tax affidavits or other documents or instruments as may be necessary or, in the reasonable opinion of Xxxxxx, desirable for the due recordation or filing of the additional Mortgages and (B) all Security Documents deemed necessary by Xxxxxx to grant, confirm, and perfect first and prior liens and security interests in all of LEI’s personal property, including cash, accounts, receivables, inventory, contract rights, and general intangibles.
ii. Deliver promptly title opinions or other title reports or information in form and substance reasonably acceptable to Xxxxxx with respect to the Collateral Agent for Oil and Gas Properties constituting at least 80% in the benefit aggregate of the Secured Parties present value (determined by a first priority Lien discount factor of record on 10%) of all such Equity Interests, real property, Pipelines and other property or assets (with no other Liens other than Liens permitted by Section 7.01), upon terms substantially the same as those Proved Reserves set forth in the Security Documents for property most recent Reserve Report delivered to Xxxxxx.
iii. Subordinate in favor of a Xxxxxx any contractual or statutory Liens held by LEI as co-working interest owner under joint operating agreements or similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby on the date of this Agreement, complete such other actions as may be reasonably requested by the Administrative Agent pursuant to Section 6.17, provide such legal opinions as may be reasonably requested by the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, contractual arrangements with respect to any such propertyLEI’s share of the expense of exploration, Borrowers shall comply development, and operation of oil, gas and mineral leasehold or fee interests jointly owned with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered in respect of any property or assets that constitute Excluded Propertyothers and operated by LEI.
Appears in 2 contracts
Samples: Letter Loan Agreement (Lucas Energy, Inc.), Letter Loan Agreement (Lucas Energy, Inc.)
Agreement to Deliver Security Documents. With respect to any right, title or interest of any Loan Party in (i) Equity Interests or (ii) real property, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permitsThe Company shall, and records appertaining thereto (collectivelyshall cause its Subsidiaries to, “Pipelines”) or other Property acquired after execute and deliver to the date Collateral Trustee, with an executed copy of this Agreement or arising from maintenance and other capital expenditures or expansions thateach thereof provided to the Administrative Agent, individually or together with all other unmortgaged real property and Pipelinesto further secure the Sharing Obligations, have a fair market value of at least $20,000,000, it will, within 30 calendar days (which period may be extended whenever requested by the Administrative Agent in its sole and absolute discretion) grant or cause to be granted to the Collateral Agent , deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents, for the benefit of the Secured Parties a first priority Lien Parties, in form and substance satisfactory to the Administrative Agent, for the purpose of record on all such Equity Interestsgranting, real propertyconfirming, Pipelines and other property perfecting, for the benefit of the Secured Parties, second and prior Liens or assets (security interests in any Property now owned or hereafter acquired by the Company or any of its Subsidiaries, as applicable, subject only to Permitted Liens. The Company shall, and shall cause its Subsidiaries to, deliver, and cause its Subsidiaries, where applicable, to deliver, in each case to the Collateral Trustee, with no other Liens other than Liens permitted by Section 7.01)an executed copy of each thereof provided to the Administrative Agent, upon terms substantially the same as those set forth in the Security Documents for property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby on the date of this Agreement, complete such other actions as may be reasonably whenever requested by the Administrative Agent, favorable title opinions from legal counsel acceptable to the Administrative Agent, title insurance policies, or such other evidence of title satisfactory to the Administrative Agent pursuant with respect to Section 6.17the Mortgaged Properties designated by the Administrative Agent, provide such legal opinions as may be reasonably requested by based upon abstract or record examinations acceptable to the Administrative Agent and pay(a) stating that the Company or its Subsidiary, or cause as applicable, has good and marketable title to be paidthe Mortgaged Properties, free and clear of all taxes Liens except Permitted Liens, (b) confirming that such Mortgaged Properties are subject to Security Documents securing the Sharing Obligations that constitute and fees related to any necessary registrationcreate legal, filing or recording in connection therewith; provided that, no mortgage or valid and duly perfected deed of trust will extend or mortgage Liens in such Mortgaged Properties and interests, and assignments of and security interests in the Oil and Gas attributable to any Building or Manufactured Mobile Homes located on such Mortgaged Properties comprised of Oil and Gas Properties and interests and the real property encumbered thereby unless proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, with respect to any such property, Borrowers shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered in respect of any property or assets that constitute Excluded PropertyAdministrative Agent may reasonably request.
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Samples: Term Loan Agreement (Venoco, Inc.), Term Loan Agreement (Venoco, Inc.)
Agreement to Deliver Security Documents. With Subject to Section 6.18, with respect to any right, title or interest of any Loan Party or any of its Subsidiaries in (i) Equity Interests or (ii) real property, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, and records appertaining thereto (collectively, “Pipelines”) or other Property acquired after the date of this Agreement or arising from maintenance and other capital expenditures or expansions that, individually or together with all other unmortgaged real property and Pipelines, have a fair market value of at least $20,000,0005,000,000, it will, within 30 calendar days (which period may be extended by the Administrative Agent in its sole discretion) grant or cause to be granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien of record on all such Equity Interests, real property, Pipelines and other property or assets (with no other Liens other than Liens permitted by Section 7.01), upon terms substantially the same as those set forth in the Security Documents for property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby on the date of this Agreement, complete such other actions as may be reasonably requested by the Administrative Agent pursuant to Section Sections 6.17, provide such legal opinions as may be reasonably requested by the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, with respect to any such property, Borrowers Borrower shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered in respect of any property or assets that constitute Excluded Property.
Appears in 2 contracts
Samples: Credit Agreement (American Midstream Partners, LP), Credit Agreement (American Midstream Partners, LP)
Agreement to Deliver Security Documents. With respect (a) Subject to Section 6.16(b) and Section 7.2(n), Borrower agrees to deliver and to cause each other Restricted Person to deliver, to further secure the Obligations and any right, title or interest of any Loan Party in (i) Equity Interests or (ii) real property, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, and records appertaining thereto (collectively, “Pipelines”) or other Property acquired after the date of this Agreement or arising from maintenance and other capital expenditures or expansions that, individually or together with all other unmortgaged real property and Pipelines, have a fair market value of at least $20,000,000, it will, within 30 calendar days (which period may be extended Lender Hedging Obligations whenever requested by the Administrative Agent in its sole and absolute discretion) grant or cause , deeds of trust, mortgages, pledge agreements, security agreements, financing statements, continuation statements, extension agreements, acknowledgments, and other Security Documents in form and substance reasonably satisfactory to be granted to the Collateral Agent Administrative Agent, in each case for the benefit purpose of the Secured Parties a first priority Lien of record on all such Equity Interestsgranting, confirming, protecting and perfecting Liens or security interests in any real property, Pipelines fixtures and contract rights necessary to the operation of the pipeline systems, gathering systems and storage facilities owned by such Restricted Person (excluding all cash, inventory, accounts, other property personal property, products and proceeds related to any of the foregoing) (collectively, the "Real Property Collateral") now owned or assets hereafter acquired by any Restricted Person (with no other Liens other than Liens permitted by Section 7.01), upon terms substantially the same as those set forth in the Security Documents for property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby Pacific Marketing and Transportation LLC existing on the date hereof and expansions of, additions to, or replacements for, such existing property of this AgreementPacific Marketing and Transportation LLC), complete including Liens in Equity Interests in each other Restricted Subsidiary now owned or hereafter acquired by any Restricted Person or in such other actions as may property which is at such time Collateral or which was intended to be reasonably Collateral pursuant to any Security Document previously executed and not then released by Administrative Agent; provided that to the extent any such property is not wholly owned by such Restricted Person, Borrower shall cause such Restricted Person to use its best efforts to obtain any necessary consents to the grant of such Liens or security interests where commercially reasonable to do so. Borrower also agrees to deliver, whenever requested by Administrative Agent in its sole and absolute discretion, favorable opinions from legal counsel acceptable to Administrative Agent with respect to the enforceability of the Liens created by the Security Documents, in a form and substance reasonably acceptable to the Administrative Agent Agent.
(b) Pacific Pipeline System LLC, Pacific Terminals LLC and each other PUC Restricted Subsidiary shall not be required to execute and deliver any Security Document pursuant to Section 6.17, provide 6.16(a) unless regulatory approval shall have been obtained for such legal opinions as may be reasonably requested by the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, with respect to any such property, Borrowers shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered from the applicable public utility commission having such regulatory authority over such PUC Restricted Subsidiary (in respect of any property or assets that constitute Excluded Propertythis Section called the applicable "PUC").
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Agreement to Deliver Security Documents. With (a) Each Loan Party agrees to (and Borrower agrees, to the extent of its MLP Power, to cause each OpCo Entity and each Secured Joint Venture to) deliver to Administrative Agent (or in the case of any OpCo Entity, to deliver to the Collateral Agents), to further secure the Secured Obligations whenever reasonably requested by the Administrative Agent, deeds of trust, mortgages, pledges, security agreements, financing statements, landlord recognition agreements, consent and access agreements, deposit account control agreements, security account control agreements and other Security Documents or OpCo Security Documents in form and substance reasonably satisfactory to Administrative Agent (and in the case of any OpCo Entity, reasonably satisfactory to the Collateral Agents) covering all of such Person’s Collateral (in the case of any OpCo Collateral, such OpCo Collateral being shared by the Collateral Agents pursuant to the Intercreditor Agreement in accordance with their respective OpCo Pro Rata Share and in the case of any Secured Joint Venture, covering MLP’s Adjusted Proportionate Ownership Interest in such Secured Joint Venture), owned or acquired in the future, for the purpose of granting, confirming, and perfecting first and prior Liens or security interests (subject only to Permitted Liens and, in the case of OpCo Collateral, subject to the Intercreditor Agreement); provided that no Loan Party shall be required to deliver deeds of trust, mortgages or other collateral documents with respect to any right, title or interest of any Loan Party in (i) Equity Interests any Building or Mobile Home located in a special flood hazard area or (ii) real property, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, and records appertaining thereto (collectively, “Pipelines”) or other Property acquired after the date of this Agreement or arising from maintenance and other capital expenditures or expansions that, individually or together with all other unmortgaged real property and Pipelines, have that has a fair market value of at least less than $20,000,0001,000,000.
(b) Each Loan Party also agrees to (and Borrower agrees, it willto the extent of its MLP Power, within 30 calendar days to cause each OpCo Entity, each JV Holdco and each Secured Joint Venture to) deliver (which period i) whenever reasonably requested by the Majority Lenders (in the absence of a Default, not to exceed once per fiscal year) or (ii) upon notice of any challenge to such Person’s title, favorable title information, including title opinions, abstracts, lien searches and run sheets from legal counsel, title companies or land consultants reasonably acceptable to Administrative Agent with respect to such Person’s Collateral (or such OpCo Entity’s OpCo Collateral) designated by the Majority Lenders, confirming that such Collateral or OpCo Collateral (or such lesser amount as may be extended agreed by the Administrative Agent in its sole discretion) grant is subject to Liens granted under Security Documents or cause OpCo Security Documents, as the case may be, securing the Obligations and such Security Documents or OpCo Security Documents, as the case may be, constitute and create legal, valid and duly perfected first Liens and security interests (subject only to be granted Permitted Liens and, in the case of OpCo Collateral, subject to the Intercreditor Agreement) in such Collateral Agent for or OpCo Collateral, as the benefit of the Secured Parties a first priority Lien of record on all case may be (or such Equity Interests, real property, Pipelines and other property or assets (with no other Liens other than Liens permitted by Section 7.01), upon terms substantially the same as those set forth in the Security Documents for property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby on the date of this Agreement, complete such other actions lesser amount as may be reasonably requested agreed by the Administrative Agent pursuant to Section 6.17in its sole discretion) and the proceeds thereof, provide and covering such legal opinions other matters as the Lenders may be reasonably requested by the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, with respect to any such property, Borrowers shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered in respect of any property or assets that constitute Excluded Propertyrequest.
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Agreement to Deliver Security Documents. With respect to any right, title or interest of any Loan Party in (i) Equity Interests or (ii) real property, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, and records appertaining thereto (collectively, “Pipelines”) or other Property property acquired after the date of this Agreement or arising from maintenance and other capital expenditures or expansions (other than Excluded Real Property) that, individually or together with all other unmortgaged real property and PipelinesPipelines (other than Excluded Real Property), have has a fair market value equal to or above the greater of at least $20,000,00040,000,000 and 3.0% of Consolidated Net Tangible Assets, it will, within 30 calendar days (which period may be extended by the Administrative Agent in its sole discretion) grant or cause to be granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien of record on all such Equity Interests, real property, Pipelines and other property or assets assets, in each case, other than Excluded Property, (with no other Liens other than Liens permitted by Section 7.01), upon terms substantially the same as those set forth in the Security Documents for property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 or Section 6.20, as applicable, had such property been owned thereby on the date of this Agreement, complete such other actions as may be reasonably requested by the Administrative Agent pursuant to Section 6.17, provide such legal opinions as may be reasonably requested by the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, with respect to any such property, Borrowers shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered in respect of any property or assets that constitute Excluded Property.
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Agreement to Deliver Security Documents. With respect (a) Subject to any rightlimitations on perfection set forth in the Security Documents, Borrower agrees to deliver, and to cause each other Restricted Person to deliver, to further secure the Secured Obligations, promptly after a request by Administrative Agent in its reasonable discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title or interest searches, title insurance (to the extent required by Administrative Agent in its sole discretion in respect of any real property owned by a Restricted Person when the aggregate value of all such real property owned by Restricted Persons in which a Lien is required to be granted pursuant to this Section 6.17 for which no title insurance has been requested or waived by Administrative Agent exceeds $5,000,000), financing statements and other Security Documents in form and substance reasonably satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests, subject only to Permitted Liens and other Liens (if any) permitted under the Loan Party Documents, on any real or personal property now owned or hereafter acquired by such Person to the extent otherwise consistent with and required by the Loan Documents; provided, however, that notwithstanding anything in this Agreement or any Security Document to the contrary, (i) Equity Interests no Restricted Person shall be required to xxxxx x Xxxx on any real property acquired after the Closing Date to secure the Secured Obligations unless such real property, together with any real property interests owned by Restricted Persons as of the Closing Date, causes the aggregate acquisition cost of all real property owned by Restricted Persons for which no deeds of trust or mortgages have been provided to secure the Secured Obligations to exceed $5,000,000, (ii) real only the filing of a UCC financing statement shall be required to perfect any security interest in any immaterial intellectual property, or gathering systems and pipelines(iii) no Guarantor shall be required to xxxxx x Xxxx to support any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of such Guarantor.
(b) In furtherance thereof, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, each Restricted Person shall promptly (and records appertaining thereto (collectively, “Pipelines”) or other Property acquired after the date of this Agreement or arising from maintenance and other capital expenditures or expansions that, individually or together with all other unmortgaged real property and Pipelines, have a fair market value of at least $20,000,000, it willin any event, within 30 calendar days) notify Administrative Agent of any and all Restricted Persons owning or obtaining interests (whether by acquisition, lease, easement, right of way, surface use agreement, acreage dedication, other conveyance or otherwise) that, together with any real property interests owned by Restricted Persons as of the Closing Date, cause the aggregate acquisition cost of all real property owned by Restricted Persons for which no deeds of trust or mortgages have been provided to secure the Secured Obligations to exceed $5,000,000.
(c) In addition, Borrower agrees to provide, and to cause each other Restricted Person to provide, title information in form and substance reasonably satisfactory to Administrative Agent for any property on which a Lien is required to be granted pursuant to this Section 6.17. Without limiting the foregoing, Borrower shall, within thirty (30) days after (which period may be extended or such later date as agreed by the Administrative Agent in its sole discretion) grant the end of each Fiscal Quarter during which recorded copies of any leases, easement estate, rights-of-way, surface use agreements, deeds, or cause similar instruments conveying real property interests to be granted Borrower or any Restricted Person are made available to Borrower or any Restricted Person, provide copies of such recorded instruments to the Collateral Agent for Administrative Agent.
(d) Borrower will, and will cause each of its Restricted Subsidiaries to, use commercially reasonable efforts in negotiating any new lease, right-of-way, easement, surface use agreement, or similar instrument or the benefit renewal or extension of any existing lease, easement estate, right-of-way, surface use agreement or similar instrument covering real property to provide in such lease, easement estate, right-of-way, surface use agreement or similar instrument that the interest of the Secured Parties a first priority Lien of record on all such Equity Interests, real property, Pipelines and other property lessee or assets (with no other Liens other than Liens permitted by Section 7.01), upon terms substantially the same as those set forth in the Security Documents for property of a similar type, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby on the date of this Agreement, complete such other actions as grantee may be reasonably requested by hypothecated without any further approval of or notice to the Administrative Agent pursuant to Section 6.17, provide landlord under such legal opinions as may be reasonably requested by lease or the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on grantor under any such property exceeds $750,000 (it being understood and agreed thateasement, with respect to any such propertyright-of-way, Borrowers shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Security Document shall be required to be delivered in respect of any property surface use agreement or assets that constitute Excluded Propertysimilar instrument.
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Agreement to Deliver Security Documents. With respect Borrower agrees --------------------------------------- to any rightdeliver and to cause its Subsidiaries to deliver, title or interest to further secure the Obligations and the obligations of any Loan Party in (i) Equity Interests or (ii) real property, or gathering systems and pipelines, together with all contracts, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, and records appertaining thereto (collectively, “Pipelines”) or other Property acquired after the date Borrower to Bank of this Agreement or arising from maintenance and other capital expenditures or expansions that, individually or together with all other unmortgaged real property and Pipelines, have a fair market value of at least $20,000,000, it will, within 30 calendar days (which period may be extended Montreal pursuant to the Subject Hedging Agreements whenever requested by the Administrative Agent in its sole and absolute discretion) grant or cause , deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to be granted to the Collateral Administrative Agent for the benefit purpose of granting, confirming, and perfecting first and prior liens or security interests in at least eighty percent (80%) of the Secured Parties a first priority Lien present value of record on the Borrower's proved oil and gas properties (which shall include at least ninety-five percent (95%) of the proved developed producing reserves) to which value is given in the determination of the then current Borrowing Base and all such Equity Interestsof the equity interests of the Borrower and is Subsidiaries now owned or hereafter acquired by any of the Related Persons, real property, Pipelines and other property or assets (with no other Liens other than subject only to Liens permitted by Section 7.01)6.2(b) hereof. Borrower also agrees to deliver to the extent not already delivered , upon terms substantially the same as those set forth whenever requested by Administrative Agent in the Security Documents for property of a similar typeits sole and absolute discretion (a) favorable title information (including, complete such other actions as would have been necessary to satisfy the conditions set forth in Section 4.01 had such property been owned thereby on the date of this Agreement, complete such other actions as may be if reasonably requested by the Administrative Agent pursuant Agent, title opinions) acceptable to Section 6.17, provide such legal opinions as may be reasonably requested by the Administrative Agent and pay, or cause to be paid, all taxes and fees related to any necessary registration, filing or recording in connection therewith; provided that, no mortgage or deed of trust will extend to any Building or Manufactured Mobile Homes located on the real property encumbered thereby unless the value of the Building and/or Manufactured Mobile Homes on any such property exceeds $750,000 (it being understood and agreed that, with respect to any Related Person's properties and interests covering oil and gas properties as described on Schedule 3 hereto (as such propertySchedule may be amended, Borrowers shall comply supplemented or otherwise modified from time to time) constituting at least 80% of the present value, determined by the Lenders in their sole and absolute discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the requirements particular time, of Section 6.08); provided further thatthe Related Persons' Properties and demonstrating that such Related Person has good and defensible title to such properties and interests, for free and clear of all Prohibited Liens and covering such other matters as Administrative Agent may reasonably request and (b) favorable opinions of counsel satisfactory to Administrative Agent in its sole discretion opining that the avoidance forms of doubt, no Security Document shall be required Mortgage are sufficient to be delivered create valid first deed of trust or mortgage liens in respect such properties and interests and first priority assignments of and security interests in the oil and gas attributable to such properties and interests and proceeds thereof. In the case of any property Related Person granting a Lien in favor of Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, Borrower will at its own expense, obtain and furnish to Administrative Agent all such opinions of legal counsel as Administrative Agent may reasonably request in connection with any such security, instrument or assets that constitute Excluded Propertyact of such Related Person.
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