Common use of Agreement to Deliver Security Documents Clause in Contracts

Agreement to Deliver Security Documents. The Loan Parties agree to deliver to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially all assets of Parent, the Company and their present and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present value (determined by a discount factor of 10%) of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report. The Loan Parties also agree to deliver whenever reasonably requested by the Administrative Agent, title opinions from legal counsel reasonably acceptable to the Administrative Agent or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent and (a) stating that the Loan Party, as applicable, has good and defensible title to such properties and interests, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens in such Oil and Gas Properties and assignments of and security interests in the Oil and Gas attributable to such Oil and Gas Properties and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent may reasonably request.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Breitburn Energy Partners LP)

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Agreement to Deliver Security Documents. The Loan Parties agree to deliver Company shall, and shall cause the Guarantors to, deliver, to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, pledge agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens second priority Liens or security interests on substantially all assets of Parent, the Company and their present and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present value (determined by a discount factor of 10%) of the Oil and Gas Properties evaluated in the most recently delivered Reserve ReportCollateral. The Loan Parties also agree Company shall deliver and shall cause the Guarantors to deliver whenever reasonably requested by the Administrative Agent, title opinions from legal counsel reasonably acceptable to the Administrative Agent or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent and (a) stating evidencing that the Loan PartyCompany or a Guarantor, as applicable, has good and defensible indefeasible title to such properties and intereststhe Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected second priority deed of trust or mortgage liens Liens in such Oil Mortgaged Properties and Gas Properties interests, and assignments of and security interests in the Oil and Gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties and interests and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent may reasonably request.

Appears in 2 contracts

Samples: Term Loan Agreement (Exploration Co of Delaware Inc), Term Loan Agreement (TXCO Resources Inc)

Agreement to Deliver Security Documents. The Loan Parties agree to deliver to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially in all assets of Parent, the Company and their present and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of now owned or hereafter acquired by the total net present value (determined by a discount factor of 10%) of the Oil and Gas Properties evaluated in the most recently delivered Reserve ReportLoan Parties, as applicable, subject to Permitted Liens. The Loan Parties also agree to deliver where applicable, to deliver whenever reasonably requested by the Administrative AgentLenders, title opinions from legal counsel reasonably acceptable to the Administrative Agent Lenders or such other evidence of title reasonably satisfactory to the Administrative Agent Lenders with respect to the Mortgaged Properties designated by the Administrative AgentLenders, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent Lenders and (a) stating that the Loan Party, as applicable, has good and defensible title to such properties and interests, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens in such Oil and Gas Properties and assignments of and security interests in the Oil and Gas attributable to such Oil and Gas Properties and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent Lenders may reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (BreitBurn Energy Partners L.P.), Credit Agreement (BreitBurn Energy Partners L.P.)

Agreement to Deliver Security Documents. The Loan Parties agree Borrower agrees to deliver --------------------------------------- deliver, and to cause its Subsidiaries to deliver, to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent Agent, for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially all assets of Parent, the Company and their present and future Subsidiaries, including in Oil and Gas Properties representing with a value (as reasonably determined by Administrative Agent based upon the most-recent Engineering Report delivered by Borrower pursuant to Section 5.1(b)(iv)) at all times of not less than 80% of the total net present value eighty-five percent (determined by a discount factor of 1085%) of the Oil aggregate value of all Borrowing Base Assets, together with legal opinions in form and Gas Properties evaluated in the most recently delivered Reserve Report. The Loan Parties also agree to deliver whenever reasonably requested by the Administrative Agent, title opinions from legal counsel reasonably acceptable to the Administrative Agent or such other evidence of title substance reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent and (a) stating that the Loan Party, as applicable, has good and defensible title to such properties and interests, free and clear of all Liens except Permitted Liens, (b) its counsel confirming 50 that such Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens in such Oil and Gas Properties and assignments of and security interests in the Oil oil and Gas gas attributable to such Oil and Gas Properties and the proceeds thereof. Borrower also agrees to deliver, whenever requested by Administrative Agent in each case subject only its sole and absolute discretion upon the occurrence and during the continuance of an Event of Default, favorable title opinions from legal counsel acceptable to Administrative Agent with respect to any such Oil and Gas Properties as may from time to time be designated by Administrative Agent, based upon abstract or record examinations to dates acceptable to Administrative Agent (a) stating that such Related Person has good and defensible title to such properties and interests, free and clear of all Liens other than Permitted Liens, (b) confirming that such properties and interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such properties and interests and first priority assignments of and security interests in the oil and gas attributable to such properties and interests and the proceeds thereof, and (c) covering such other matters as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Nuevo Energy Co)

Agreement to Deliver Security Documents. The Loan Parties agree Borrower agrees to deliver and to cause each other Restricted Person to deliver, to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to Agent for the Administrative purpose of granting, confirming, and perfecting first and prior liens or security interests in any properties now owned or hereafter acquired by any Restricted Person which are Proved Developed Properties, as that term is defined in the `96 Xxxxxxxxx xxx the `98 Xxxxxxxxx. Xxthout limiting the foregoing, Borrower also agrees to deliver deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance satisfactory to Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially all assets of Parent, Proved Developed Properties (as that term is defined in the Company '96 Indenture and their present and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present '98 Indenture) owned by Borrower which have a value (determined by Agent, by the application of a 10% discount factor to determine the net present value of 10%) projected future net revenues attributable to the portion of reserves properly categorized as "Producing" under the Definitions for Oil and Gas Properties evaluated in Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor), as of the most recently delivered Reserve Reportrecent Evaluation Date) of at least 300% of the Borrowing Base. The Loan Parties Borrower also agree agrees to deliver deliver, whenever reasonably requested by the Administrative AgentAgent in its sole and absolute discretion, favorable title opinions from legal counsel reasonably acceptable to the Administrative Agent or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties any Restricted Person's properties and interests designated by the Administrative Agent, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent and (ai) stating that the Loan Party, as applicable, such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens except other than Permitted Liens, (bii) confirming that such Oil properties and Gas Properties interests are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such Oil properties and Gas Properties interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Oil properties and Gas Properties interests and the proceeds thereof, in each case subject only to Permitted Liens, and (ciii) covering such other matters as the Administrative Agent may reasonably request. Without limiting the foregoing, within ten (10) days following the date of this Agreement, Borrower shall execute and deliver to Agent Security Documents in form and substance satisfactory to Agent, granting to Agent first perfected Liens on and in the properties described on Schedule 5 attached hereto.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Agreement to Deliver Security Documents. The Loan Parties agree Borrower agrees --------------------------------------- to deliver and to cause its Subsidiaries to deliver, to further secure the Obligations and the obligations of the Borrower to Bank of Montreal pursuant to the Subject Hedging Agreements whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially all assets of Parent, the Company and their present and future Subsidiaries, including Oil and Gas Properties representing not less than in at least eighty percent (80% of the total net present value (determined by a discount factor of 10%) of the Oil present value of the Borrower's proved oil and Gas Properties evaluated gas properties (which shall include at least ninety-five percent (95%) of the proved developed producing reserves) to which value is given in the most recently delivered Reserve Reportdetermination of the then current Borrowing Base and all of the equity interests of the Borrower and is Subsidiaries now owned or hereafter acquired by any of the Related Persons, subject only to Liens permitted by Section 6.2(b) hereof. The Loan Parties Borrower also agree agrees to deliver to the extent not already delivered , whenever requested by Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions from legal counsel reasonably opinions) acceptable to the Administrative Agent or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to any Related Person's properties and interests covering oil and gas properties as described on Schedule 3 hereto (as such Schedule may be amended, supplemented or otherwise modified from time to time) constituting at least 80% of the Mortgaged Properties designated present value, determined by the Administrative AgentLenders 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 particular time, based upon abstract or record examinations to dates reasonably acceptable to of the Administrative Agent Related Persons' Properties and (a) stating demonstrating that the Loan Party, as applicable, such Related Person has good and defensible title to such properties and interests, free and clear of all Prohibited Liens except Permitted Liens, and covering such other matters as Administrative Agent may reasonably request and (b) confirming favorable opinions of counsel satisfactory to Administrative Agent in its sole discretion opining that such Oil and Gas Properties the forms of Mortgage are subject sufficient to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected first deed of trust or mortgage liens in such Oil properties and Gas Properties interests and first priority assignments of and security interests in the Oil oil and Gas gas attributable to such Oil properties and Gas Properties interests and the proceeds thereof. In the case of any 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, in each case subject only Borrower will at its own expense, obtain and furnish to Permitted Liens, and (c) covering Administrative Agent all such other matters opinions of legal counsel as the Administrative Agent may reasonably requestrequest in connection with any such security, instrument or act of such Related Person.

Appears in 1 contract

Samples: Credit Agreement (Spinnaker Exploration Co)

Agreement to Deliver Security Documents. The Loan Parties agree Borrower agrees to deliver execute, acknowledge (if necessary for recordation) and deliver, and to cause Related Persons to execute, acknowledge (if necessary for recordation) and deliver, to further secure the Obligations Obligations, Mortgages and other Security Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and, upon recordation in the appropriate jurisdiction, perfecting first and prior liens or security interests in the Oil and Gas Properties of Borrower and such other Related Persons such that the Administrative Agent shall have at all times Mortgages and other Security Documents covering at least eighty percent (80%) of the total present value of the proved Oil and Gas Properties of all Related Persons, including the Front Runner Area, based upon the evaluation of such properties as contained in the Engineering Report or other information, reports and data most recently submitted to the Administrative Agent for determination of the Borrowing Base, subject only to Liens permitted by Section 6.2(b) hereof. Borrower also agrees to deliver whenever reasonably requested by Administrative Agent in its sole discretion (a) additional favorable title information acceptable to Administrative Agent with respect to any Related Person’s Oil and Gas Properties constituting at least eighty percent (80%) of the total present value (determined by the Administrative Agent in their sole discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time) of the Related Persons’ Oil and Gas Properties; and (b) favorable opinions of counsel satisfactory to Administrative Agent in its sole discretion opining that, upon execution, acknowledgment, delivery and absolute discretionfiling, the forms of Mortgage are sufficient to create valid first deed of trust or mortgage liens in such properties and interests and first priority security interests in the oil and gas attributable to such properties and interests and proceeds thereof. In the case of any Related Person granting a Lien in favor of Administrative Agent upon any assets having a present value in excess of $1,000,000 and located in a jurisdiction with respect to which the Administrative Agent has not previously received an opinion of counsel, 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 act of such Related Person. Administrative Agent agrees to hold all deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory delivered to the Administrative Agent pursuant to this Section 7.2 until Administration Agent receives an initial Request for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially all assets of Parent, the Company and their present and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present value (determined by a discount factor of 10%) of the Oil and Gas Properties evaluated Tranche B Advance in the most recently delivered Reserve Report. The Loan Parties also agree to deliver whenever reasonably requested by the Administrative Agent, title opinions from legal counsel reasonably acceptable to the Administrative Agent or such other evidence of title reasonably satisfactory to the Administrative Agent accordance with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent and (a) stating that the Loan Party, as applicable, has good and defensible title to such properties and interests, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens in such Oil and Gas Properties and assignments of and security interests in the Oil and Gas attributable to such Oil and Gas Properties and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent may reasonably requestSection 2.4(b).

Appears in 1 contract

Samples: Credit Agreement (Spinnaker Exploration Co)

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Agreement to Deliver Security Documents. The Loan Parties agree Company agrees to deliver and to cause its Subsidiaries to deliver, to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens Liens or security interests on substantially all assets of Parent, in any Property now owned or hereafter acquired by the Company and their present and future or any of its Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present value (determined by a discount factor of 10%) of the Oil and Gas Properties evaluated in the most recently delivered Reserve Reportas applicable, subject to Permitted Liens. The Loan Parties Company also agree agrees to deliver and cause its Subsidiaries, where applicable, to deliver whenever reasonably requested by the Administrative Agent, favorable title opinions from legal counsel reasonably acceptable to the Administrative Agent Agent, title insurance policies, or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent and (a) stating that the Loan PartyCompany or its Subsidiary, as applicable, has good and defensible marketable title to such properties and intereststhe Mortgaged Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas Mortgaged Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens Liens in such Oil Mortgaged Properties and Gas Properties interests, and assignments of and security interests in the Oil and Gas attributable to such Mortgaged Properties comprised of Oil and Gas Properties and interests and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (BMC, Ltd.)

Agreement to Deliver Security Documents. The Loan Parties agree Borrower shall promptly deliver, and to deliver cause each of the Guarantors to deliver, to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretionObligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially all assets in (i) prior to the occurrence of Parent, a Default (A) at least eighty percent (80%) of the Company present value of the Borrower’s and their present and future Subsidiaries, including the Guarantors’ Oil and Gas Properties representing not less than 80% constituting proved reserves to which value is given in the determination of the total net present value then current Borrowing Base, (determined by B) after the occurrence of a discount factor of 10Default, at least ninety-five percent (95%) of the present value of the Borrower’s and the Guarantors’ Oil and Gas Properties evaluated Properties, (ii) all of the equity interests of the Borrower or any Guarantor in any other Guarantor now owned or hereafter acquired by the Borrower or any Guarantor, and (iii) all property of the Borrower or any Guarantor of the type described in the most recently delivered Reserve Report. Security Agreement attached hereto as Exhibit I. The Loan Parties Borrower also agree agrees to deliver deliver, or to cause to be delivered, to the extent not already delivered, whenever requested by the Administrative Agent in its sole and absolute discretion (a) favorable title information (including, if reasonably requested by the Administrative Agent, title opinions from legal counsel reasonably opinions) acceptable to the Administrative Agent or such other evidence of title reasonably satisfactory to the Administrative Agent with respect to the Mortgaged Borrower’s or any Guarantor’s Oil and Gas Properties designated constituting at least eighty percent (80%) of the present value, determined by the Administrative AgentLenders 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 particular time, based upon abstract or record examinations to dates reasonably acceptable to of the Administrative Agent Borrower’s and (a) stating the Guarantors’ properties and demonstrating that the Loan PartyBorrower or a Guarantor, as applicable, has have good and defensible title to such properties and interests, free and clear of all Liens except Permitted Liens, (bother than those permitted by Section 7.1) confirming that such Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens in such Oil and Gas Properties and assignments of and security interests in the Oil and Gas attributable to such Oil and Gas Properties and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent may reasonably requestrequest and (b) favorable opinions of counsel satisfactory to the Administrative Agent in its sole discretion opining that the forms of Mortgage are sufficient to create valid 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 proceeds thereof. In addition and not by way of limitation of the foregoing, in the case of the Borrower or any Guarantor granting a Lien in favor of the Administrative Agent upon any assets having a present value in excess of $1,000,000 located in a new jurisdiction, the Borrower or Guarantor will at its own expense, obtain and furnish to the Administrative Agent all such opinions of legal counsel as the Administrative Agent may reasonably request in connection with any such security or instrument.

Appears in 1 contract

Samples: Credit Agreement (Bois D Arc Energy, Inc.)

Agreement to Deliver Security Documents. The Loan Parties agree Borrower agrees to notify the Lender of any additional interests acquired by Borrower or any Subsidiary in Oil and Gas Properties or other Collateral and to deliver to the Lender to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretionObligations, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements statements, letters in lieu of production, and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent Lender covering all of the Collateral, for the purpose of granting, confirming, and perfecting first and prior liens Liens or security interests on substantially all assets of Parentinterests. Borrower also agrees to deliver, the Company and their present and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present value (determined by a discount factor of 10%) of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report. The Loan Parties also agree to deliver whenever reasonably requested by the Administrative AgentLender, favorable title opinions from legal counsel reasonably acceptable to the Administrative Agent Lender or such other evidence of title reasonably satisfactory to the Administrative Agent Lender with respect to the Mortgaged Oil and Gas Properties designated by the Administrative AgentLender, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent and Lender, (a) stating evidencing that the Loan Party, as applicable, Borrower has good and defensible title to such properties Oil and interestsGas Properties, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas Properties are subject to Liens granted under Security Documents securing the Obligations that and such Security Documents constitute and create legal, valid and duly perfected first deed of trust or mortgage liens Liens in such Oil and Gas Properties and first priority assignments of and security interests in the Oil and Gas attributable to such Oil and Gas Properties and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent Lender may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Cubic Energy Inc)

Agreement to Deliver Security Documents. The Loan Parties agree to deliver to further secure the Obligations whenever reasonably requested by the Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests on substantially all assets of Parent, the Company and their present and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present value (determined by a discount factor of 10%) of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report. The Loan Parties also agree to deliver whenever reasonably requested by the Administrative AgentLenders, title opinions from legal counsel reasonably acceptable to the Administrative Agent Lenders or such other evidence of title reasonably satisfactory to the Administrative Agent Lenders with respect to the Mortgaged Properties designated by the Administrative AgentLenders, based upon abstract or record examinations to dates reasonably acceptable to the Administrative Agent Lenders and (a) stating that the Loan Party, as applicable, has good and defensible title to such properties and interests, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected deed of trust or mortgage liens in such Oil and Gas Properties and assignments of and security interests in the Oil and Gas attributable to such Oil and Gas Properties and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other matters as the Administrative Agent Lenders may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (BreitBurn Energy Partners L.P.)

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