Common use of Agreement to Deliver Security Documents Clause in Contracts

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.

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 requested by the Administrative Agent Collateral pursuant to Section 6.17, provide such legal opinions as may be reasonably requested any Security Document previously executed and not then released 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 therewithAgent; provided that, no mortgage or deed of trust will extend that 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 extent any such property exceeds $750,000 (it being understood 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 agreed thatabsolute discretion, favorable opinions from legal counsel acceptable to Administrative Agent with respect to any such propertythe enforceability of the Liens created by the Security Documents, Borrowers shall comply with in a form and substance reasonably acceptable to 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.

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.

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.

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.

Agreement to Deliver Security Documents. With respect (a) The Borrower agrees to and will cause its Restricted Subsidiaries to deliver to further secure the Obligations whenever requested by the Collateral Agent or the Administrative Agent in good faith, Pledge Agreements, Mortgages, mortgages, deeds, deeds of trust, security agreements, financing statements, continuation statements, extensions agreements and other similar agreements or instruments (in addition to those required to be delivered under Article V) in form and substance satisfactory to the Collateral Agent or the Administrative Agent in good faith for the purpose of granting, confirming and perfecting first and prior liens or security interests in any right, title or interest of any Loan Party in property which is at such time (i) Equity Interests Collateral Property or which was intended to be Collateral Property pursuant to any Loan Document previously executed and not then released by the Collateral Agent, or (ii) real propertyCapital Stock or other ownership interests in each Subsidiary of the Borrower; provided, however, that the Borrower and the Restricted Subsidiaries shall at all times maintain in effect in favor of the Collateral Agent such Mortgages as are necessary to grant, confirm and perfect first and prior liens or gathering systems security interests in at least 80% of the present value of the Proved Reserves (whether developed or undeveloped); and pipelinesfurther provided, however, that in the event that the Hydrocarbon Interests on which the Collateral Agent has a first priority perfected Lien shall constitute less than 80% of the present value of the Proved Reserves (whether developed or undeveloped), the Borrower shall promptly notify the Collateral Agent and execute or cause to be executed additional Mortgages necessary to increase such percentage to at least 80%. The Borrower shall cause each Person that becomes a Material Restricted Subsidiary after the date hereof to execute and deliver to the Collateral Agent a counterpart of each of the Subsidiary Pledge Agreement and Subsidiary Guaranty Agreement within 15 days after such Person becomes a Restricted Subsidiary. Contemporaneously with the execution and delivery of any such counterpart of the Subsidiary Pledge Agreement, the Borrower shall deliver to the Collateral Agent the original certificates evidencing all outstanding Capital Stock of such Restricted Subsidiary, together with all contractsstock powers relating thereto duly executed in blank and such other documents as the Administrative Agent may reasonably request. The Borrower also agrees to deliver whenever requested by the Collateral Agent in good faith, rights-of-way, easements, servitudes, fixtures, equipment, improvements, permits, and records appertaining thereto favorable opinions (collectively, “Pipelines”in addition to those required to be delivered under Article V) 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 legal counsel acceptable to 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, good faith with respect to any Collateral Property confirming that such property, Borrowers shall comply with the requirements of Section 6.08); provided further that, for the avoidance of doubt, no Collateral Property is subject to Security Document shall be required to be delivered in respect of any property or assets Documents securing Obligations that constitute Excluded Propertyand create legal, valid and duly perfected Liens in such properties and interests and the proceeds thereof, and covering such other matters as the Administrative Agent may request in good faith.

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 of any Loan Party in searches, title insurance (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 to 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 extent required by the Administrative Agent in its sole discretion) grant or cause 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 the Collateral 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 benefit purpose of the Secured Parties a granting, confirming, and perfecting first priority Lien of record on all such Equity Interestsand prior liens or security interests, real property, Pipelines subject only to Permitted Liens and other Liens (if any) permitted under the Loan Documents, on any real or personal property now owned or assets (hereafter acquired by such Person to the extent otherwise consistent 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 and required by the Administrative Agent pursuant to Section 6.17Loan Documents; provided, provide such legal opinions as may be reasonably requested by the Administrative Agent and payhowever, that notwithstanding anything in this Agreement 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 to the contrary, (i) 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) only the filing of a UCC financing statement shall be delivered required to perfect any security interest in respect any immaterial intellectual property, and (iii) no Guarantor shall be required to xxxxx x Xxxx to support any Excluded Swap Obligations of such Guarantor for purposes of determining any property or assets that constitute Excluded Propertyobligations of such Guarantor.